Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 14 contracts
Samples: Non Qualified Stock Option Agreement, Non Qualified Stock Option Agreement (Jamba, Inc.), Non Qualified Stock Option Agreement (Zoo Entertainment, Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 12 contracts
Samples: Incentive Stock Option Agreement, Incentive Stock Option Agreement (Interleukin Genetics Inc), Incentive Stock Option Agreement (Paratek Pharmaceuticals Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company or its designee, in substantially stating the form of Exhibit A attached hereto. Such notice shall state election to exercise the Option and the number of the Option Shares with in respect to of which it is being exercised, and shall be signed and dated by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised and exercised. In the event the Option shall be signed exercised by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person exercising or persons to exercise the Option. .
(b) Payment of the purchase exercise price for such Shares shall be made in accordance with Paragraph 9 by the delivery of a bank cashier's check, personal check or the equivalent thereof payable to the order of the PlanCompany, by the delivery of shares of the Company's common stock duly endorsed in favor of the Company or accompanied by a duly executed stock power in favor of the Company or by a combination of the foregoing. The Company shall deliver If shares of the Company's common stock are delivered in full or partial payment of the aggregate exercise price, such Shares as soon as practicable after the notice shares shall be receivedvalued at the average of the per share closing bid and asked prices for shares of the Company's common stock in the over-the-counter market on the date immediately preceding the date the Exercise Notice is dated or, provided, however, that in the Company may delay issuance of such Shares until completion absence of any action reported sales on such date, the first preceding date on which there were such sales.
(c) The certificate or obtaining certificates for the Option Shares in respect of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so or persons exercising the Option (Option, or, if the Option shall be is exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the OptionExercise Notice, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event All of the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall shall, when issued, be fully paid and nonassessable.
Appears in 6 contracts
Samples: Nonqualified Stock Option Agreement (Silicon Valley Group Inc), Nonqualified Stock Option Agreement (Silicon Valley Group Inc), Nonqualified Stock Option Agreement (Silicon Valley Group Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, including, without limitation, Section 10 hereof, the Option may be exercised by written notice to the Company or its designeeCompany, in substantially at the form principal executive office of Exhibit A attached heretothe Company. Such notice shall state the election to exercise the Option and the number of Shares with in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option. Payment , and shall be in substantially the form attached hereto as Exhibit A. Such notice shall be accompanied by payment of the full purchase price for such Shares shall be made in accordance with Paragraph 9 of United States dollars, and the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Director and if the Participant Director shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Director and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the ParticipantDirector, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 6 contracts
Samples: Nonqualified Stock Option Agreement (Sparta Pharmaceuticals Inc), Nonqualified Stock Option Agreement (Sparta Pharmaceuticals Inc), Nonqualified Stock Option Agreement (Sparta Pharmaceuticals Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 5 contracts
Samples: Stock Option Agreement (American Well Corp), Incentive Stock Option Agreement (Alphatec Holdings, Inc.), Incentive Stock Option Agreement (Latrobe Specialty Metals, Inc.)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised exercised, at any time prior to the expiration date specified in such option, by written notice to the Company or at its designee, in substantially the form of Exhibit A attached heretoexecutive offices. Such notice shall state the election to exercise the Option and the number of Shares with shares in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option. Payment , and shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of the Planshares. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance . Payment of such Shares until completion purchase price shall be made by a certified check payable to the order of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws)Company. The Shares certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of or survivorship) and shall be delivered as provided above to or upon the written order of the person Employee exercising the Option. In the event the Option shall be exercised, exercised pursuant to Section 4 hereof, paragraph 9 of the Agreement by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.
(b) It shall be a condition to the obligation of the Company to issue or transfer shares of Common Stock upon exercise of the Option granted under the plan by delivery of shares, that the Employee (or any authorized representative) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred by reason of the exercise of the Option or the transfer of shares upon such exercise. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Common Stock upon exercise of the Option.
(c) The Company shall not be required to issue or transfer any certificates for shares purchased upon exercise of this Option until all applicable requirements of law have been complied with and such shares have been listed on any securities exchange or system on which the Common Stock may then be listed.
Appears in 5 contracts
Samples: Non Qualified Stock Option Agreement (K Tel International Inc), Non Qualified Stock Option Agreement (K Tel International Inc), Non Qualified Stock Option Agreement (K Tel International Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice delivered to the Company or its designee, designated representative in substantially the form of Exhibit A attached heretomanner and at the address for notices set forth in Section 12 hereof. Such notice shall state that the Option is being exercised thereby and shall specify the number of Shares with respect to shares of Stock for which the Option is being exercised and exercised. The notice shall be signed by the person or persons exercising the Option and shall be accompanied by payment in full of the Exercise Price for such shares of Stock being acquired upon the exercise of the Option. Payment of such Exercise Price may be made by one of the purchase price for following methods, subject to approval by the Company:
(i) in cash;
(ii) by a certified or bank check;
(iii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the Exercise Price;
(iv) delivery of a properly executed exercise notice together with such Shares other documentation as the Committee and a qualified broker, if applicable shall require to effect an exercise of the Option and delivery to the Company of the proceeds required to pay the Exercise Price;
(v) by causing the Company to withhold from the shares of Stock issuable upon the exercise of the Option the number of whole shares of Stock having a Fair Market Value, as determined by the Company, not less than the Exercise Price;
(vi) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law; or
(vii) by any combination of (i)-(vi) thereof.
(b) The Participant shall have no rights of a stockholder with respect to shares of Stock to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action for dividends or obtaining of any consent, other rights for which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as record date is prior to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, date such notice shall be accompanied by appropriate proof of the right of such person to exercise the Optionstock certificate is issued. All Shares that shall be shares of Stock purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 5 contracts
Samples: Nonstatutory Stock Option Agreement (Par Pacific Holdings, Inc.), Nonstatutory Stock Option Agreement (Par Pacific Holdings, Inc.), Nonstatutory Stock Option Agreement (Par Pacific Holdings, Inc.)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreementprovisions provided herein or incorporated by reference, the Participant may exercise the Option may be exercised at any time on or prior to the Expiration Date with respect to all or any part of the Vested Shares by delivering to the Company, at its principal place of business, a written notice to the Company or its designee, of exercise in substantially the form attached hereto as Exhibit A, accompanied by payment to the Company of Exhibit A attached hereto. Such notice shall state the Exercise Price multiplied by the number of Vested Shares with respect then being purchased.
(b) The notice of exercise must be signed by the Participant; provided however, that if the Option is being exercised by a person or persons other than the Participant pursuant to Paragraph 8, the notice of exercise must be signed by such other person or persons and must be accompanied by proof acceptable to the Company of the legal right of such person or persons to exercise the Option.
(c) Upon acceptance of such notice and receipt of payment in full of the purchase price for the shares of Stock for which the Option is being exercised and exercised, the Company shall issue (or cause to be signed by issued) a certificate evidencing the person exercising the Option. Payment shares of Stock acquired as a result of the purchase price for such Shares shall be made in accordance with Paragraph 9 exercise of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option is treated in part as provided herein the exercise of an ISO and in part as the exercise of a NQSO in accordance with Paragraph 15, the Company shall issue a certificate evidencing the shares of Stock treated as acquired upon the exercise of an ISO and a separate certificate evidencing the shares of Stock treated as acquired upon the exercise of a NQSO, and shall identify each such certificate accordingly in its stock transfer records.
(d) No purported exercise of an Option shall be fully effective and no shares of Stock shall be issued to the Participant upon exercise of the Option until: (i) the Exercise Price for the shares of Stock being purchased is paid in full in the manner provided in this Agreement; (ii) all applicable taxes required to be withheld have been paid in full; and nonassessable(iii) the approvals, if any, of all governmental authorities required in connection with the Option, or the issuance of Shares pursuant to this Agreement, have been received by the Company.
Appears in 5 contracts
Samples: Incentive Stock Option Award Agreement (Business First Bancshares, Inc.), Incentive Stock Option Award Agreement (Business First Bancshares, Inc.), Incentive Stock Option Award Agreement (Birmingham Bloomfield Bancshares)
Method of Exercising Option. Subject to the terms and conditions of this --------------------------- Option Agreement, the Option may be exercised by upon written notice to the Company or Company, at its designeeprincipal office, in substantially the form of Exhibit A attached heretowhich is located at 0 Xxxxxxxxxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxx 00000. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall (if required by the terms thereof) be accompanied by the investment certificate referred to in Paragraph 6; and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company in cash or by certified check. Upon receipt of such notice and payment, the Company, as promptly as practicable (but no later than ren (10) days after receipt of such notice and payment), shall deliver or cause to be delivered a certificate or certificates representing the shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Planso exercised. The Company shall deliver such Shares as soon as practicable after certificate or certificates representing the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person the Optionee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, exercised by any person other than or persons after the Participantlegal disability or death of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be validly issued, fully paid and nonassessablenon-assessable by the Company.
Appears in 4 contracts
Samples: Stock Option Agreement (Total Research Corp), Stock Option Agreement (Total Research Corp), Stock Option Agreement (Total Research Corp)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or at its designeeprincipal executive office, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 4 contracts
Samples: Consulting Agreement (Memory Pharmaceuticals Corp), Consulting Agreement (Memory Pharmaceuticals Corp), Non Qualified Stock Option Agreement (Alloy Online Inc)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state designee stating the number of Shares with respect to which the Option is being exercised and shall be signed delivered in such form as may be designated from time to time by the person exercising the OptionCompany. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 10 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 4 contracts
Samples: Performance Based Non Qualified Stock Option Agreement (ImmunoGen, Inc.), Performance Based Non Qualified Stock Option Agreement (ImmunoGen, Inc.), Non Qualified Stock Option Agreement (ImmunoGen, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 4 contracts
Samples: Incentive Stock Option Agreement (AMEDICA Corp), Incentive Stock Option Agreement (AMEDICA Corp), Incentive Stock Option Agreement (Neogenix Oncology Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or at its designeeprincipal executive office, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Curagen Corp), Non Qualified Stock Option Agreement (Curagen Corp), Non Qualified Stock Option Agreement (Ergo Science Corp /De/)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A B attached heretohereto (or in such other form acceptable to the Company, which may include electronic notice). Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Option (which signature may be provided electronically in a form acceptable to the Company).
(b) Payment of the purchase price Exercise Price for such Shares shall be made in accordance with Paragraph 9 of the Plan. .
(c) The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). .
(d) The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. .
(e) In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. .
(f) All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 3 contracts
Samples: Executive Employment Agreement (Akari Therapeutics PLC), Stock Option Agreement (Akari Therapeutics PLC), Stock Option Agreement (Orgenesis Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (AMEDICA Corp), Non Qualified Stock Option Agreement (AMEDICA Corp), Non Qualified Stock Option Agreement (Amedica Corp)
Method of Exercising Option. Subject to the terms and conditions of this --------------------------- Agreement, the Option this option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this option and the number of Shares with shares in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the Optionthis option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Optionthis option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised, pursuant to Section 4 Article 5 hereof, by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis option. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 3 contracts
Samples: Incentive Stock Option Agreement (Matritech Inc/De/), Non Qualified Stock Option Agreement (Perseptive Biosystems Inc), Non Qualified Stock Option Agreement (Perseptive Biosystems Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Immunogen Inc), Non Qualified Stock Option Agreement (Response Genetics Inc), Non Qualified Stock Option Agreement (Amalgamated Technologies Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company or its designee, in substantially stating the form of Exhibit A attached hereto. Such notice shall state election to exercise the Option and the number of Shares with respect to which the Option Shares in respect of which it is being exercised exercised, and shall be signed by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised. In the event the Option shall be exercised pursuant to Section 7(b) hereof by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
(b) Payment of the purchase exercise price for such Shares shall be made in accordance with Paragraph 9 by certified or bank cashier's check, personal check or the equivalent thereof payable to the order of the Plan. Company.
(c) The Company shall deliver such certificate or certificates for the Option Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance in respect of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so or persons exercising the Option (Option, or, if the Option shall be is exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the OptionExercise Notice, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event All of the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall shall, when issued, be fully paid and nonassessable.
Appears in 3 contracts
Samples: Nonqualified Stock Option Agreement (Silicon Valley Group Inc), Nonqualified Stock Option Agreement (Silicon Valley Group Inc), Nonqualified Stock Option Agreement (Silicon Valley Group Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached heretohereto (or in such other form acceptable to the Company, which may include electronic notice). Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the OptionOption (which signature may be provided electronically in a form acceptable to the Company). Payment of the purchase price Exercise Price for such Shares shall be made in accordance with Paragraph 9 Section 5(b) of the Planthis Agreement. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
(b) Payment of the Exercise Price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) having a fair market value equal as of the date of the exercise to the aggregate cash Exercise Price for the number of Shares as to which the Option is being exercised, or (c) at the discretion of the Administrator, by having the Company retain from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a fair market value equal as of the date of exercise to the aggregate Exercise Price for the number of Shares as to which the Option is being exercised, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above, or (f) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (BG Medicine, Inc.), Non Qualified Stock Option Agreement (BG Medicine, Inc.), Non Qualified Stock Option Agreement (BG Medicine, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Company or Corporation at its designeeoffices located at 226 Xxxxxx Xxxxxx, in substantially the form of Exhibit A attached heretoSuite 101, Fort Worth, Texas 76107. Such notice shall state the election to exercise the Option and the number of Shares with in respect to of which the Option it is being exercised exercised, and shall be signed by the person or persons so exercising the Option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made Shares, in accordance with Paragraph 9 of which event the Plan. The Company Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance . Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares until completion that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of any action or obtaining the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of any consent, which exercise of the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws)Option. The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, Option; or if the Option shall be exercised by the Participant Employee, and if the Participant Employee shall so request in the notice exercising the Option, such Option shall be registered in the Company’s share register in the name of the Participant Employee and another person jointlyperson, as joint tenants with right of survivorship) , and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.
Appears in 3 contracts
Samples: Employee Incentive Stock Option Agreement (McLean Robert H), Incentive Stock Option Agreement (McLean Robert H), Employee Incentive Stock Option Agreement (McLean Robert H)
Method of Exercising Option. Subject to the terms and conditions of this --------------------------- Option Agreement, the Option may be exercised by upon written notice to the Company or Company, at its designeeprincipal office, in substantially the form of Exhibit A attached heretowhich is located at 0 Xxxxxxxxxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxx 00000. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall (if required by the terms thereof) be accompanied by the investment certificate referred to in Paragraph 6; and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company in cash or by certified check. Upon receipt of such notice and payment, the Company, as promptly as practicable (but no later than ten (10) days after receipt of such notice and payment), shall deliver or cause to be delivered a certificate or certificates representing the shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Planso exercised. The Company shall deliver such Shares as soon as practicable after certificate or certificates representing the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person the Optionee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, exercised by any person other than or persons after the Participantlegal disability or death of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be validly issued, fully paid and nonassessablenon-assessable by the Company.
Appears in 3 contracts
Samples: Stock Option Agreement (Total Research Corp), Stock Option Agreement (Total Research Corp), Stock Option Agreement (Total Research Corp)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (American Well Corp), Non Qualified Stock Option Agreement (Alphatec Holdings, Inc.), Non Qualified Stock Option Agreement (Alphatec Holdings, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Dicerna Pharmaceuticals Inc), Scientific Advisory Board Agreement (Invivo Therapeutics Holdings Corp.), Non Qualified Stock Option Agreement (Invivo Therapeutics Holdings Corp.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s 's share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 3 contracts
Samples: Incentive Stock Option Agreement (Enernoc Inc), Incentive Stock Option Agreement (National Datacomputer Inc), Incentive Stock Option Agreement (Altus Pharmaceuticals Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph Section 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Non-Employee Director and if the Participant Non-Employee Director shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Non-Employee Director and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantNon-Employee Director, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Madrigal Pharmaceuticals, Inc.), Non Qualified Stock Option Agreement (Madrigal Pharmaceuticals, Inc.), Non Qualified Stock Option Agreement (Synta Pharmaceuticals Corp)
Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Agreement, the Option this option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this option and the number of Shares with shares in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the Optionthis option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Optionthis option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised, pursuant to Section 4 Article 5 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis option. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Davox Corp), Incentive Stock Option Agreement (Davox Corp), Non Qualified Incentive Stock Option Agreement (Davox Corp)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the this Option may be exercised by written notice to the Company (to the attention of the corporate Secretary located at 0000 Xxxxx Xxxxx Xxxx., Xxxxxxxx 000, Xxxxxx, Xxxxx 00000, or its designee, in substantially to such transfer agent as the form of Exhibit A attached heretoCompany shall designate. Such notice shall state the election to exercise this Option and the number of Shares with shares in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the this Option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the this Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the this Option (or, if the this Option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the this Option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the this Option. In the event the this Option shall be exercised, pursuant to Section 4 Article 5 hereof, by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the this Option. All Shares shares that shall be purchased upon the exercise of the this Option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Tanknology Nde International Inc), Stock Option Agreement (Tanknology Nde International Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit EXHIBIT A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph Section 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s 's share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s 's share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Synta Pharmaceuticals Corp), Non Qualified Stock Option Agreement (Synta Pharmaceuticals Corp)
Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice to the Company or Company, care of its designeeChief Financial Officer, in substantially the form of Exhibit A attached hereto000 Xxxxx 0xx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000. Such notice shall state the election to execute the Option and the number of Shares with shares in respect to of which the Option it is being exercised exercised, and shall be signed by the person or persons so exercising the Option. Payment Such notice shall either: (a) be accompanied by payment of the full purchase price for of such Shares shall be made shares, in accordance with Paragraph 9 of which event the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Company’s Transfer Agent Offices, providedagainst delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, howeverin either case, that be made by check payable to the order of the Company may delay issuance or, if applicable pursuant to Paragraph 2 hereof with the consent of such Shares until completion the Compensation Committee, the transfer of any action the appropriate shares of stock or obtaining reduction of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws)appropriate number of shares to be delivered upon exercise of the Option. The Shares certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Holder and if the Participant Holder shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Holder and another person jointly, with right of survivorshipsurvivorship or in the name of the Holder’s spouse) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. As a condition of the issuance of shares hereunder, the Holder agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the Company under federal, state or local law as a result of exercise. With the approval of the Committee, the Holder may remit such amount by an appropriate reduction of the number of shares to be delivered to the Holder upon exercise, or by the Holder delivering sufficient shares of common stock of the Company valued at its fair market value (if such common stock has been owned by the Holder for at least six months).
Appears in 2 contracts
Samples: Stock Option Agreement (Supertel Hospitality Inc), Stock Option Agreement (Supertel Hospitality Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised through an approved broker/dealer by written notice to on such form as is provided by the Company or its designee, in substantially pursuant to other procedures established by the form of Exhibit A attached heretoCompany. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed (whether or not in electronic form) by the person exercising the Option. Payment of the purchase exercise price for such Shares shall be made (a) in United States dollars in cash or by check or by wire transfer to the Company, (b) at the discretion of the Committee, in accordance with Paragraph 9 procedures established by the Company, by delivery of Shares, having a fair market value equal as of the Plandate of the exercise to the exercise price, (c) at the discretion of the Company, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Company, (d) through such other method of payment approved by the Company, (e) at the discretion of the Company, by any combination of (a),(b),(c), and (d) above. The Company shall deliver a certificate or certificates (or other evidence of ownership) representing such Shares as soon as practicable after the notice shall be receivednotice, the exercise price and any required withholding taxes have been received by the Company, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary or appropriate under any applicable law (including, without limitation, state securities or “blue sky” laws)) and such Shares shall be subject to such restrictions as the Committee may determine in accordance with the Plan. The certificate or certificates (or other evidence of ownership) representing the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) survivorship and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, exercised by any person or person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Time Warner Inc.), Non Qualified Stock Option Agreement (Time Warner Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, including, without limitation, Section 10 hereof, the Option may be exercised by written notice to the Company or its designeeCompany, in substantially at the form principal executive office of Exhibit A attached heretothe Company. Such notice shall state the election to exercise the Option and the number of Shares with in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option. Payment , and shall be in substantially the form attached hereto as Exhibit A. Such notice shall be accompanied by payment of the full purchase price for such Shares shall be made in accordance with Paragraph 9 United States dollars or, in the discretion of the Plan. The Administrator such other consideration as it may approve, and the Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 2 contracts
Samples: Employment Agreement (Sparta Pharmaceuticals Inc), Incentive Stock Option Agreement (Sparta Pharmaceuticals Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Participant shall have the right to exercise the Option in any manner permitted by Paragraph 8 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Employment Agreement (Stemline Therapeutics Inc), Non Qualified Stock Option Agreement (Stemline Therapeutics Inc)
Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice to the Company or Company, care of its designeeChief Financial Officer, in substantially the form of Exhibit A attached heretoXxx Xxxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000. Such notice shall state the election to execute the Option and the number of Shares with shares in respect to of which the Option it is being exercised exercised, and shall be signed by the person or persons so exercising the Option. Payment Such notice shall either: (a) be accompanied by payment of the full purchase price for of such Shares shall be made shares, in accordance with Paragraph 9 of which event the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Company’s Transfer Agent Offices, providedagainst delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, howeverin either case, that be made by check payable to the order of the Company may delay issuance or, if applicable pursuant to Paragraph 2 hereof, the transfer of such Shares until completion or withholding of any action or obtaining the appropriate shares of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws)stock. The Shares certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorshipsurvivorship or in the name of the Employee’s spouse) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. As a condition of the issuance of shares hereunder, the Employee agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the Company under federal, state or local law as a result of exercise. The Employee may remit such amount in cash, or by an appropriate reduction of the number of shares to be delivered to the Employee upon exercise, or by the Employee delivering sufficient shares of common stock of the Employer valued at its fair market value (if such common stock has been owned by the Employee for at least six months).
Appears in 2 contracts
Samples: Stock Option Agreement (Valmont Industries Inc), Stock Option Agreement (Valmont Industries Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or at its designeeprincipal executive office, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 6 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Coley Pharmaceutical Group, Inc.), Incentive Stock Option Agreement (Coley Pharmaceutical Group, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s 's share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Alphatec Holdings, Inc.), Non Qualified Stock Option Agreement (Altus Pharmaceuticals Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Company or its designeeCorporation, in substantially the form of Exhibit A attached heretoat 200 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000. Such notice shall state the election to exercise the Option and the number of Shares with shares in respect to which the Option it is being exercised exercised, and shall be signed by the person or persons so exercising the Option. Payment At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall either: (a) be accompanied by payment of the full purchase price for of such Shares shall be made shares, in accordance with Paragraph 9 of which event the Plan. The Company Corporation shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that ; or (b) fix a date (which shall be a business day not less than five nor more than ten business days from the Company may delay issuance date such notice shall be received by the Corporation) for the payment of the full purchase price of such Shares until completion shares against delivery of any action a certificate or obtaining certificates representing such shares. Payment of any consentsuch purchase price shall, which in either case, be made in the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws)manner provided in Section 4 hereof. The Shares certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option Option, (or, if the Option shall be exercised by the Participant Employee and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 7 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Stock Option Agreement (Independent Bank Corp), Stock Option Agreement (Independent Bank Corp)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement, Non Qualified Stock Option Agreement (Paratek Pharmaceuticals Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option this option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this option and the number of Shares with shares in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the Optionthis option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Optionthis option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof proof, as reasonably determined by the Board of Directors, of the right of such person or persons to exercise the Optionthis option. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Peregrine Systems Inc), Non Qualified Stock Option Agreement (Peregrine Systems Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option this option may be exercised by written notice to the Company, at the principal executive office of the Company at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, XX 00000, or its designee, in substantially to such transfer agent as the form of Exhibit A attached heretoCompany shall designate. Such notice shall state the election to exercise this option and the number of Shares with shares in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the Optionthis option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Optionthis option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised, exercised pursuant to Section 4 hereof, Article 5 hereof by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis option. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Swenson Kurt M), Incentive Stock Option Agreement (Swenson Kurt M)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option (or any part or installment) may be exercised by written notice signed by the Participant and delivered to the Company or at its designeeprincipal executive office, in substantially the form of Exhibit A attached heretohereto or other form approved by the Company, accompanied by payment in full in the manner provided in Section 5(h) of the Plan. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver a certificate or certificates representing such Shares, or issue the Shares in electronic form or book-entry credit, as applicable, as soon as practicable after the notice shall be received, ; provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Panera Bread Co), Non Qualified Stock Option Agreement (Panera Bread Co)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Non-Employee Director and if the Participant Non-Employee Director shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Non-Employee Director and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantNon-Employee Director, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Immunogen Inc), Non Qualified Stock Option Agreement (Altus Pharmaceuticals Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the this Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Employee Non Qualified Stock Option Grant (Nexx Systems Inc), Incentive Stock Option Agreement (Nexx Systems Inc)
Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Agreement, the Option this option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this option and the number of Shares with shares in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the Optionthis option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Optionthis option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised, pursuant to Section 4 Article 5 hereof, by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis option. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Onewave Inc), Non Qualified Stock Option Agreement (Onewave Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit EXHIBIT A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph Section 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s 's share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s 's share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Synta Pharmaceuticals Corp), Incentive Stock Option Agreement (Synta Pharmaceuticals Corp)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option (or any part or installment) may be exercised by written notice to the Company or at its designeeprincipal executive office, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. No fractional shares shall be issued hereunder. The Company shall pay the fair market value of any fractional shares exercised hereunder to the Participant in cash in lieu of issuing any fractional shares.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Panera Bread Co), Non Qualified Stock Option Agreement (Panera Bread Co)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designeeCompany, in substantially at the form principal executive office of Exhibit A attached heretothe Company. Such notice shall state the election to exercise the Option and the number of Shares with in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option, and shall be in substantially the form attached hereto. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Variagenics Inc), Incentive Stock Option Agreement (Variagenics Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Dicerna Pharmaceuticals Inc), Incentive Stock Option Agreement (Invivo Therapeutics Holdings Corp.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or at its designeeprincipal executive office, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Alloy Online Inc), Incentive Stock Option Agreement (Alloy Online Inc)
Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Agreement, the Option may be exercised by written notice to the Company or at its designeeprincipal executive office, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Alloy Online Inc), Non Qualified Stock Option Agreement (Alloy Online Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan, which shall include, at the sole option of Participant and hereby approved by the Company, cashless exercise as provided in paragraph 9(c) of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (NeuMedia, Inc.), Non Qualified Stock Option Agreement (NeuMedia, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit EXHIBIT A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph Section 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Madrigal Pharmaceuticals, Inc.), Non Qualified Stock Option Agreement (Madrigal Pharmaceuticals, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designeeCompany, in substantially at the form principal executive office of Exhibit A attached heretothe Company. Such notice shall state the election to exercise the Option and the number of Shares with in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option, and shall be in substantially the form attached hereto. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section Paragraph 4 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Cisco Systems Inc), Non Qualified Stock Option Agreement (Cisco Systems Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price Purchase Price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s 's share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Archemix Corp.), Non Qualified Stock Option Agreement (Archemix Corp.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s 's share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Alphatec Holdings, Inc.), Incentive Stock Option Agreement (Altus Pharmaceuticals Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s 's share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s 's share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Enernoc Inc), Non Qualified Stock Option Agreement (National Datacomputer Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company Company, or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Curagen Corp), Non Qualified Stock Option Agreement (Curagen Corp)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or at its designeeprincipal executive office, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Nuance Communications, Inc.), Non Qualified Stock Option Agreement (Alloy Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designeeCompany, in substantially at the form principal executive office of Exhibit A attached heretothe Company. Such notice shall state the election to exercise the Option and the number of Shares with in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option. , and shall be in substantially the form attached hereto as Exhibit A. Payment of the full purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The , and the Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (A C Moore Arts & Crafts Inc), Incentive Stock Option Agreement (A C Moore Arts & Crafts Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Coley Pharmaceutical Group, Inc.), Incentive Stock Option Agreement (Palatin Technologies Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option this option may be exercised by written notice to the Company or its designeeCompany, in substantially at the form principal executive office of Exhibit A attached heretothe Company. Such notice shall state the election to exercise this option and the number of Shares with respect to shares for which the Option it is being exercised and shall be signed by the person or persons so exercising the Optionthis option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Optionthis option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised, pursuant to Section 4 Article 5 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis option. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Endogen Inc), Incentive Stock Option Agreement (Endogen Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designeeCompany, in substantially the form of Exhibit A attached heretoat 200 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000. Such notice shall state the election to exercise the Option and the number of Shares with shares in respect to which the Option it is being exercised exercised, and shall be signed by the person or persons so exercising the Option. Payment At that time, this Agreement shall be turned in to the Company for action by the Company to reduce the number of shares to which it applies. Such notice shall either: (a) be accompanied by payment of the full purchase price for of such Shares shall be made shares, in accordance with Paragraph 9 of which event the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that received or (b) fix a date (which shall be a business day not less than five nor more than ten business days from the Company may delay issuance date such notice shall be received by the Company) for the payment of the full purchase price of such Shares until completion shares against delivery of any action a certificate or obtaining certificates representing such shares. Payment of any consentsuch purchase price shall, which in either case, be made in the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws)manner provided above. The Shares certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option Option, (or, if the Option shall be exercised by the Participant Employee and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereofthis Agreement, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Stock Option Agreement (Independent Bank Corp), Stock Option Agreement (Independent Bank Corp)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A B attached heretohereto (or in such other form acceptable to the Company, which may include electronic notice). Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Option (which signature may be provided electronically in a form acceptable to the Company).
(b) Payment of the purchase price Exercise Price for such Shares shall be made in accordance with Paragraph Section 9 of the Plan. .
(c) The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). .
(d) The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. .
(e) In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. .
(f) All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Stock Option Agreement (Akari Therapeutics PLC), Stock Option Agreement (Akari Therapeutics PLC)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or at its designeeprincipal executive office, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Nuance Communications, Inc.), Incentive Stock Option Agreement (Alloy Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached heretohereto (or in such other form acceptable to the Company, which may include electronic notice). Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the OptionOption (which signature may be provided electronically in a form acceptable to the Company). Payment of the purchase price Exercise Price for such Shares shall be made in accordance with Paragraph 9 10 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Services Agreement (TMC the Metals Co Inc.), 2021 Equity Incentive Plan Recapitalization Exchange Option Agreement
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Chief Financial Officer of the Company or its designee, in substantially at the form principal office of Exhibit A attached heretothe Company. Such notice shall state the election to exercise the Option and the number of Shares with shares in respect to of which the Option it is being exercised exercised, and shall be signed by the person so exercising the Option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shares which payment shall be made (i) in accordance cash or by certified check or bank draft payable to the Company, (ii) by any other form of legal consideration deemed sufficient by the Company and consistent with Paragraph 9 the purpose of this Agreement and applicable law, (iii) in the sole discretion of the PlanCompany, by delivery of shares of Common Stock of the Company having a Fair Market Value equal to the purchase price, or (iv) by a combination of cash and shares of Common Stock, whose Fair Market Value shall equal the purchase price. For purposes of this Section 8, the “Fair Market Value” of the Common Stock of the Company shall be established in the manner set forth in Section 20 of this Agreement. The Company shall deliver such Shares as soon as practicable after certificate or certificates for the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (orOption, or if the Option shall be exercised by the Participant and if the Participant shall Optionee so request in the notice exercising the Optionelects, shall be registered in the Company’s share register in the name of the Participant and another Optionee or one other person jointlyas joint tenants, with right of survivorship) and shall be delivered as soon as practicable after the notice shall have been received. The Option and rights thereunder shall be exercisable during the Optionee’s lifetime only by the Optionee (except as provided above to herein) or, if permissible under applicable law, by the Optionee’s guardian or upon the written order of the person exercising the Optionlegal representative. In the event the Option shall be exercised, pursuant to Section 4 hereof, exercised by any person other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Inducement Non Qualified Stock Option Agreement (Arctic Cat Inc), Inducement Non Qualified Stock Option Agreement (Arctic Cat Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designeeCompany, in substantially at the form principal executive office of Exhibit A attached heretothe Company. Such notice shall state the election to exercise the Option and the number of Shares with in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option, and shall be in substantially the form attached hereto. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Variagenics Inc), Non Qualified Stock Option Agreement (Variagenics Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Curagen Corp), Non Qualified Stock Option Agreement (Curagen Corp)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached heretohereto (or in such other form acceptable to the Company, which may include electronic notice). Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the OptionOption (which signature may be provided electronically in a form acceptable to the Company). Payment of the purchase price Exercise Price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 2 contracts
Samples: Employment Agreement (Hydrofarm Holdings Group, Inc.), Stock Option Agreement (Arsanis, Inc.)
Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option granted herein may be exercised by written notice to the Company BB&T’s Human Systems Executive Compensation Department, X.X. Xxx 0000, Xxxxxxx-Xxxxx, XX 00000-0000, or its designee, in at such other location designated by BB&T on a form substantially similar to the form of attached hereto as Exhibit A attached hereto(the “Notice”). Such notice Notice shall state the election to exercise the Option, the number in respect of Shares with respect to which the Option it is being exercised and shall be signed by the person so exercising the Option. Payment .
(b) Such Notice shall be accompanied by payment of the full purchase price for such Shares shall be made the shares, in accordance with Paragraph 9 of the Plan. The Company which event BB&T shall deliver or cause to have delivered a certificate or certificates representing such Shares as soon as practicable after the notice Notice shall be received, provided, however, that the Company may delay issuance .
(c) Payment of such Shares until completion purchase price shall be made in accordance with paragraph 2(b) of any action this Option.
(d) The certificate or obtaining of any consent, which certificates for the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, Option; or if the Option shall be exercised by the Participant and if the Participant shall so request in the notice Notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, or with a right of survivorship) ; and shall be delivered as provided above to or upon the written order of the person exercising the Option. .
(e) In the event that the Option shall be exercised, exercised pursuant to Section 4 hereof, this paragraph 6 by any person other than the Participant, such notice Notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable, and registered under the Securities Act of 1933, as amended, as well as applicable state securities laws unless exempt from such registration.
Appears in 1 contract
Samples: Non Employee Directors’ Non Qualified Stock Option Agreement (Bb&t Corp)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the this Option may be exercised by written notice to the Company or at its designeeprincipal executive office, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the this Option is being exercised and shall be signed by the person exercising the this Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 6.3(d) of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the this Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the this Option (or, if the this Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the this Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the this Option. In the event the If this Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the this Option. All Shares that shall be purchased upon the exercise of the this Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the this Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Consultant and if the Participant Consultant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Consultant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantConsultant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Consultant Non Qualified Stock Option Grant (Nexx Systems Inc)
Method of Exercising Option. Subject to the terms and conditions of set forth herein, this Agreement, the Option option may be exercised by written notice to the Company at the principal executive office of the Company, or its designee, in substantially to such transfer agent as the form of Exhibit A attached heretoCompany shall designate. Such notice shall state the election to exercise this option and the number of Shares with shares of the Company's Common Stock in respect to of which the Option this option is being exercised and shall be signed by the person individual(s) so exercising the Optionthis option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 shares of the Plan. The Company's Common Stock, and the Company shall deliver a certificate(s) representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate(s) for the shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person individual(s) so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Optionof exercise, shall be registered in the Company’s share register in the name of the Participant Optionee and another person individual jointly, with right full rights of survivorship) and shall be delivered as provided above to or upon the written order of the person individual(s) exercising the Optionthis option. In the event the Option this option shall be exercised, pursuant to Section 4 hereof5 above, by any person individual(s) other than the ParticipantOptionee, such notice of exercise shall be accompanied by appropriate proof of the right of such person individual(s) or persons to exercise the Optionthis option. All Shares shares of the Company's Common Stock that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Biomune Systems Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit EXHIBIT A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s 's share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s 's share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Metabolix, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice to the Company or Company, care of its designeeChief Financial Officer, in substantially the form of Exhibit A attached heretoOxx Xxxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000. Such notice shall state the election to execute the Option and the number of Shares with shares in respect to of which the Option it is being exercised exercised, and shall be signed by the person or persons so exercising the Option. Payment Such notice shall either: (a) be accompanied by payment of the full purchase price for of such Shares shall be made shares, in accordance with Paragraph 9 of which event the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Company’s Transfer Agent Offices, providedagainst delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, howeverin either case, that be made by check payable to the order of the Company may delay issuance or, if applicable pursuant to Paragraph 2 hereof, the transfer of such Shares until completion or withholding of any action or obtaining the appropriate shares of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws)stock. The Shares certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorshipsurvivorship or in the name of the Employee’s spouse) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. As a condition of the issuance of shares hereunder, the Employee agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the Company under federal, state or local law as a result of exercise. The Employee may remit such amount in cash, or by an appropriate reduction of the number of shares to be delivered to the Employee upon exercise, or by the Employee delivering sufficient shares of common stock of the Employer valued at its fair market value (if such common stock has been owned by the Employee for at least six months).
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option this option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this option and the number of Shares with in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising this option. If the Option. Payment method of payment for the Shares is described in paragraph (i), (ii) or (iv) of Section 7, such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of the PlanShares. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Optionthis option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised, pursuant to Section 4 5 hereof, by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis option. All Shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price Purchase Price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s 's share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by written notice to the Company or Company, at its designeeadministrative office in the State of California, in substantially the form of Exhibit A attached heretowhich presently is located at 17820 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000. Such Xuch notice shall state the election to exercise the Option and the number of Shares with shares in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the Option. Payment Such notice shall be accompanied by payment in cash, certified check or bank draft in the amount of, or with the prior consent of the purchase price Board of Directors or the Stock Option Committee, certificates for such Shares shall be made shares of Common Stock of the Company having an aggregate fair market value (determined in accordance with Paragraph 9 Section 5 of the Plan. The ) equal to, the full purchase price of such shares, and the Company shall deliver a certificate or certificates representing the shares subject to such Shares exercise as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, exercised by any person or persons other than the ParticipantOptionee in accordance with the terms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to him or her.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Quality Systems Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or at its designee, in substantially the form principal place of Exhibit A attached heretobusiness. Such notice shall state the election to exercise the Option, the number of Shares with full shares in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option, and shall contain the warranty, if any, required by Section 7(b) hereof. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of the Planshares and by this Agreement. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the aforesaid notice and payment of such shares shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws)except NON-QUALIFIED STOCK OPTION AGREEMENT - Page 2 3 as otherwise provided in Section 7(d) hereof. The Shares certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (Option, or, if the Option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 13 or Section 14 hereof, by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. In the event the Option shall not be exercised in full, the Secretary of the Company shall endorse or cause to be endorsed on this Agreement the number of shares which has been exercised hereunder, the number of shares that remain exercisable hereunder, and return this Agreement to the holder hereof.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Karts International Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan, it being understood that the “cashless exercise” method of payment permitted, in the discretion of the Administrator, by clause (c) thereof shall be deemed approved by the Administrator as shall any payment consisting of a combination of the methods described in clause (a) and (c) of such Paragraph 9. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Telx Group, Inc.)
Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Agreement, the this Option may be exercised by written notice to the Vice President and General Counsel of the Company, at its Bedford, Massachusetts office, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this Option and the number of Option Shares with in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the this Option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of Option Shares, and the Plan. The Company or its transfer agent shall deliver a certificate or certificates representing such Option Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Option Shares as to which the this Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the this Option (or, if the this Option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the this Option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the this Option. In the event the this Option shall be exercised, pursuant to Section 4 5 hereof, by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the this Option. All Option Shares that shall be purchased upon the exercise of the this Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Astea International Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the method to exercise an Option may shall be exercised by written notice to the Company or its designeeCompany, in substantially at the form principal executive office of Exhibit A attached heretothe Company. Such notice shall state the election to exercise the Option and the number of Shares with in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option. , and shall be in substantially the form attached hereto as Exhibit A. Payment of the full purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company , and the company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. [If a Participant exercises an ISO granted while earlier granted ISO's are unexercised the Participant will forfeit all tax benefits of the ISO and will have ordinary income.]
Appears in 1 contract
Samples: Incentive Stock Option / Non Qualified Option Agreement (A.C. Moore Arts & Crafts, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s 's share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Altus Pharmaceuticals Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option this option may be exercised by written notice to the Company or Company, at its designee, in substantially the form of Exhibit A attached heretoprincipal executive office. Such notice shall state the election to exercise this option and the number of Shares shares with respect to which the Option it is being exercised and shall be signed by the person or persons so exercising the Optionthis option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Optionthis option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised, pursuant to Section 4 Article 5 hereof, by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this option. Before certificates for the Optionshares purchased, pursuant to this option are delivered, the Optionee shall pay the purchase price for the shares purchased and provide for the withholding or reimbursement for taxes pursuant to Article 14. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Fluor Daniel Gti Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Orchid Biosciences Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the this Option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this Option and the number of Shares with shares in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the this Option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be and payment have been received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the this Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the this Option (or, if the this Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the this Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the this Option. In the event the this Option shall be exercised, pursuant to Section 4 5 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the this Option. All Shares shares that shall be purchased upon the exercise of the this Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Stock Option Agreement (Concord Communications Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised exercised, at any time prior to the expiration date specified in such option, by written notice to the Company or at its designee, in substantially the form of Exhibit A attached heretoexecutive offices. Such notice shall state the election to exercise the Option and the number of Shares with shares in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option. Payment , and shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of the Planshares. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance . Payment of such Shares until completion purchase price shall be made by a certified check payable to the order of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws)Company. The Shares certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Director and if the Participant Director shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Director and another person jointly, with right of or survivorship) and shall be delivered as provided above to or upon the written order of the person Director exercising the Option. In the event the Option shall be exercised, exercised pursuant to Section 4 hereof, paragraph 9 of the Agreement by any person or persons other than the ParticipantDirector, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.
(b) It shall be a condition to the obligation of the Company to issue or transfer shares of Common Stock upon exercise of the Option granted under the plan by delivery of shares, that the Director (or any authorized representative) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred by reason of the exercise of the Option or the transfer of shares upon such exercise. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Common Stock upon exercise of the Option.
(c) The Company shall not be required to issue or transfer any certificates for shares purchased upon exercise of this Option until all applicable requirements of law have been complied with and such shares have been listed on any securities exchange or system on which the Common Stock may then be listed.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (K Tel International Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the this Option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this Option and the number of Option Shares with in respect to of which the Option it is being exercised and shall be signed by the person so exercising the this Option. Payment Such notice shall be accompanied by payment of the purchase full exercise price for of such Shares shall be made in accordance with Paragraph 9 of Option Shares, and the Plan. The Company shall deliver a certificate representing such Option Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate for the Option Shares as to which the this Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the this Option (or, if the this Option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the this Option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the this Option. In the event the this Option shall be exercised, pursuant to Section 4 3 hereof, by any person other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the this Option. All Option Shares that shall be purchased upon the exercise of the this Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Software Developers Co Inc/De/)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreementprovisions provided herein or incorporated by reference, the Participant may exercise the Option may be exercised at any time on or prior to the Expiration Date with respect to all or any part of the Vested Shares by delivering to the Company, at its principal place of business, a written notice to the Company or its designee, of exercise in substantially the form attached hereto as Exhibit A, accompanied by payment to the Company of Exhibit A attached hereto. Such notice shall state the Exercise Price multiplied by the number of Vested Shares with respect then being purchased.
(b) The notice of exercise must be signed by the Participant; provided however, that if the Option is being exercised by a person or persons other than the Participant pursuant to Paragraph 8, the notice of exercise must be signed by such other person or persons and must be accompanied by proof acceptable to the Company of the legal right of such person or persons to exercise the Option.
(c) Upon acceptance of such notice and receipt of payment in full of the purchase price for the shares of Stock for which the Option is being exercised and exercised, the Company shall issue (or cause to be signed by issued) a certificate evidencing the person exercising the Option. Payment shares of Stock acquired as a result of the purchase price for such Shares shall be made in accordance with Paragraph 9 exercise of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option is treated in part as provided herein the exercise of an ISO and in part as the exercise of a NQSO in accordance with Paragraph 15, the Company shall issue a certificate evidencing the shares of Stock treated as acquired upon the exercise of an ISO and a separate certificate evidencing the shares of Stock treated as acquired upon the exercise of a NQSO, and shall identify each such certificate accordingly in its stock transfer records.
(d) No purported exercise of an Option shall be fully effective and no shares of Stock shall be issued to the Participant upon exercise of the Option until: (i) the Exercise Price for the shares of Stock being purchased is paid in full in the manner provided in this Agreement; (ii) all applicable taxes required to be withheld have been paid in full; and nonassessable(iii) the approvals, if any, of all governmental authorities required in connection with the Option, or the issuance of Shares pursuant to this Agreement, have been received by the Company.
Appears in 1 contract
Samples: Incentive Stock Option Award Agreement (First Metroplex Capital Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit EXHIBIT A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 8 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “"blue sky” " laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s 's share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Aristotle Corp)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, exercised by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Neogenix Oncology Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised exercised, at any time prior to the expiration date specified in such option, by written notice to the Company or at its designee, in substantially the form of Exhibit A attached heretoexecutive offices. Such notice shall state the election to exercise the Option and the number of Shares with shares in respect to of which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option. Payment , and shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of the Planshares. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received. Payment of such purchase price shall be made by a certified check payable to the order of the Company, provided, however, that or by such other form of payment as the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws)shall deem acceptable in its sole discretion. The Shares certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of or survivorship) and shall be delivered as provided above to or upon the written order of the person Optionee exercising the Option. In the event the Option shall be exercised, exercised pursuant to Section 4 hereof, paragraph 8 of the Agreement by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.
(b) It shall be a condition to the obligation of the Company to issue or transfer shares of Common Stock upon exercise of the Option, that the Optionee (or any authorized representative) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred by reason of the exercise of the Option or the transfer of shares upon such exercise. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Common Stock upon exercise of the Option.
(c) The Company shall not be required to issue or transfer any certificates for shares purchased upon exercise of this Option until all applicable requirements of law have been complied with and such shares have been listed on any securities exchange or system on which the Common Stock may then be listed.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Granite City Food & Brewery LTD)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Company or its designeefollowing: to the Corporation, in substantially the form of Exhibit A attached heretoAttention: President, at 0000 000xx Xxxxxx X.X., Xxxxxxx, XX 00000. Such notice shall state the number of Shares with respect election to which exercise the Option is being exercised and shall be signed by the person or persons so exercising the Option. Payment Exercise of the Option shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of the Planshares. The Company shall deliver such Shares as soon as practicable after certificate for the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereofParagraph 7 hereinabove, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Option Agreement (Alcide Corp)
Method of Exercising Option. Subject to the terms and conditions of set forth herein, this Agreement, the Option option may be exercised by written notice to the Company at the principal executive office of the Company or its designee, in substantially to such transfer agent as the form of Exhibit A attached heretoCompany shall designate. Such notice shall state the election to exercise this option and the number of Shares with shares of the Company's Common Stock in respect to of which the Option this option is being exercised and shall be signed by the person individual(s) exercising the Optionthis option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate(s) for the shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person individual(s) so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Optionof exercise, shall be registered in the Company’s share register in the name of the Participant Employee and another person individual jointly, with right full rights of survivorship) and shall be delivered as provided above to or upon the written order of the person individual(s) exercising the Optionthis option. In the event the Option this option shall be exercised, pursuant to Section 4 hereof5 above, by any person individual(s) other than the ParticipantEmployee, such notice of exercise shall be accompanied by appropriate proof of the right of such person individual(s) to exercise the Optionthis option. All Shares shares of the Company's Common Stock that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Biomune Systems Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Orchid Biosciences Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option this option may be exercised by written notice to the Company, at the principal executive office of the Company at 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000-0000, or its designeesuch other address at which the principal executive offices of the Company are located, in substantially or to such transfer agent as the form of Exhibit A attached heretoCompany shall designate. Such notice shall state the election to exercise this option and the number of Shares with shares in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the Optionthis option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Optionthis option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised, exercised pursuant to Section 4 hereof, Article 5 hereof by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis option. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Praecis Pharmaceuticals Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially at the form principal executive office of Exhibit A attached heretothe Company. Such notice shall state the election to exercise the Option and the number of Shares with respect to which the Option it is being exercised and exercised, shall be signed by the person or persons so exercising the Option, and shall be in substantially the form attached hereto. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Paratek Pharmaceuticals Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the this Option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this option and the number of Shares with shares in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the this Option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of shares, and the Plan. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be and payment have been received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares certificate or certificates for the shares as to which the this Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the this Option (or, if the this Option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the this Option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the this Option. In the event the this Option shall be exercised, pursuant to Section 4 5 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the this Option. All Shares shares that shall be purchased upon the exercise of the this Option as provided herein shall be fully paid and nonassessable.
Appears in 1 contract
Samples: Stock Option Agreement (Concord Communications Inc)
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option this option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this option and the number of Shares with in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising this option. If the Option. Payment method of payment for the Shares is described in paragraph (i), (ii) or (iv) of Article 7, such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of the PlanShares. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option this option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option this option (or, if the Option this option shall be exercised by the Participant Employee and if the Participant Employee shall so request in the notice exercising the Optionthis option, shall be registered in the Company’s share register in the name of the Participant Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised, pursuant to Section 4 Article 5 hereof, by any person or persons other than the ParticipantEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis option. All Shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price Exercise Price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this --------------------------- Agreement, the this Option may be exercised by written notice to the Vice President and General Counsel of the Company, at its Bedford, Massachusetts office, or to such transfer agent as the Company or its designee, in substantially the form of Exhibit A attached heretoshall designate. Such notice shall state the election to exercise this Option and the number of Option Shares with in respect to of which the Option it is being exercised and shall be signed by the person or persons so exercising the this Option. Payment Such notice shall be accompanied by payment of the full purchase price for of such Shares shall be made in accordance with Paragraph 9 of Option Shares, and the Plan. The Company or its transfer agent shall deliver a certificate or certificates representing such Option Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Option Shares as to which the this Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the this Option (or, if the this Option shall be exercised by the Participant Optionee and if the Participant Optionee shall so request in the notice exercising the this Option, shall be registered in the Company’s share register in the name of the Participant Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the this Option. In the event the this Option shall be exercised, pursuant to Section 4 3 hereof, by any person or persons other than the ParticipantOptionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the this Option. All Option Shares that shall be purchased upon the exercise of the this Option as provided herein shall be fully paid and nonassessable.
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