Common use of Method of Exercising Options Clause in Contracts

Method of Exercising Options. Subject to the terms and conditions of this Agreement, the Options may be exercised by written notice to the Company, at the principal executive office of the Company. Such notice shall state the election to exercise the Options and the number of shares in respect of which they are being exercised and shall be signed by the Optionee. Such notice shall be accompanied by the payment of the full purchase price for such shares, which shall be payable (i) in cash; (ii) by certified check or bank cashier's check payable to the order of the Company in the amount of such purchase price; (iii) by delivery to the Company of shares of Common Stock having a fair market value (as defined in Section 9.B) equal to such purchase price, provided that such shares have been owned by the Optionee for at least six (6) months or such other period as the company may determine is necessary to avoid adverse accounting treatment by the Company; (iv) in the event that the exercise of the Options is covered by an effective registration statement, by the delivery from a broker to the Company of an amount of loan proceeds necessary to pay such purchase price, pursuant to the Optionee's instructions to the broker to sell some or all of the shares of Common Stock to be issued upon exercise of the Options and to repay the loan from the proceeds of the sale, to deliver the remaining cash proceeds, less commissions, brokerage fees and interest charges, to the Optionee and to deliver any remaining shares to the Optionee; or (v) by any combination of the methods of payment described in (i) through (iv) above. The Company shall deliver a certificate or certificates representing the shares purchased as soon as practicable after the notice and payment shall be received. The certificate or certificates for the shares purchased shall, except as otherwise instructed in the case of an exercise pursuant to (iv) above, all be registered in the name of the Optionee arid shall be delivered to the Optionee. All shares purchased upon the exercise of Options shall be fully paid and non-assessable. The Optionee shall not have the rights of a stockholder with respect to the shares covered by the Options until the date of issuance of a stock certificate to him for such shares. Except as expressly provided in Section 9, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued.

Method of Exercising Options. Subject Xxxxxxx may exercise the Options by ---------------------------- delivering to NCI (i) a written notice stating the terms number of shares of Common Stock that Xxxxxxx has elected to purchase at that time from NCI and conditions (ii) full payment of this Agreement, the purchase price of the shares of Common Stock then to be purchased. Payment of the exercise price for the shares of Common Stock upon any exercise of the Options may be exercised made by written notice check payable to the Companyorder of NCI; provided, at however, that in the principal executive office event that Xxxxxxx'x Employment Agreement is not renewed by NCI after the expiration of the Company. Such notice Term, Xxxxxxx'x employment is terminated without Cause or Xxxxxxx terminates his employment for Good Reason, NCI shall state the election to exercise the Options and the number of shares in respect of which they are being exercised and shall be signed by the Optionee. Such notice shall be accompanied by the approve payment of the full exercise price for the shares of Common Stock upon any exercise of the Options by delivery of shares of Common Stock of NCI or surrender of such Options (having a fair market value equal to the purchase price for of the Common Stock issuable upon exercise of the Options over the applicable exercise price) duly endorsed in blank or accompanied by appropriate stock powers, together with such sharesamount as NCI shall, in its sole discretion, deem necessary to satisfy any tax withholding obligation or tax arising by reason of the transfer of such shares of Common Stock ("Cashless Exercise"). ----------------- In connection with any Cashless Exercise, only full shares of Common Stock of NCI with an aggregate fair market value not exceeding the exercise price will be accepted in payment, and any portion of the exercise price which shall is in excess of such aggregate fair market value must be payable (i) paid in cash; (ii) cash or by certified check or bank cashier's check payable to the order of NCI, it being understood that NCI shall not be required to pay cash in exchange for tendered certificates. If the Company in the amount of such purchase price; (iiitendered certificate(s) by delivery to the Company of evidence more shares of Common Stock having a fair market value (as defined in Section 9.B) equal than are accepted for payment, an appropriate replacement certificate shall be issued to such purchase price, provided that such shares have been owned by Xxxxxxx for the Optionee for at least six (6) months or such other period as the company may determine is necessary to avoid adverse accounting treatment by the Company; (iv) in the event that the exercise number of the Options is covered by an effective registration statement, by the delivery from a broker to the Company of an amount of loan proceeds necessary to pay such purchase price, pursuant to the Optionee's instructions to the broker to sell some or all of the excess shares of Common Stock to be issued upon exercise of the Options and to repay the loan from the proceeds of the sale, to deliver the remaining cash proceeds, less commissions, brokerage fees and interest charges, to the Optionee and to deliver any remaining shares to the Optionee; or (v) by any combination of the methods of payment described in (i) through (iv) above. The Company shall deliver a certificate or certificates representing the shares purchased as soon as practicable after the notice and payment shall be received. The certificate or certificates for the shares purchased shall, except as otherwise instructed in the case of an exercise pursuant to (iv) above, all be registered in the name of the Optionee arid shall be delivered to the Optionee. All shares purchased upon the exercise of Options shall be fully paid and non-assessable. The Optionee shall not have the rights of a stockholder with respect to the shares covered by the Options until the date of issuance of a stock certificate to him for such shares. Except as expressly provided in Section 9, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issuedStock.

Method of Exercising Options. Subject to the terms and conditions of this Agreement, the Options may be exercised by written notice to the Company, at the principal executive office of the Company. Such notice shall state the election to exercise the Options and the number of shares in respect of which they are being exercised and shall be signed by the Optionee. Such notice shall be accompanied by the payment of the full purchase price for such shares, which shall be payable (i) in cash; (ii) by certified check or bank cashier's check payable to the order of the Company in the amount of such purchase price; (iii) by delivery to the Company of shares of Common Stock having a fair market value (as defined in Section 9.B) equal to such purchase price, provided that such shares have been owned by the Optionee for at least six (6) months or such other period as the company Company may determine is necessary to avoid adverse accounting treatment by the Company; (iv) in the event that the exercise of the Options is covered by an effective registration statement, by the delivery from a broker to the Company of an amount of loan proceeds necessary to pay such purchase price, pursuant to the Optionee's instructions to the broker to sell some or all of the shares of Common Stock to be issued upon exercise of the Options and to repay the loan from the proceeds of the sale, to deliver the remaining cash proceeds, less commissions, brokerage fees and interest charges, charges to the Optionee and to deliver any remaining shares to the Optionee; or (v) by any combination of the methods of payment described in (i) through (iv) above. The Company shall deliver a certificate or certificates representing the shares purchased as soon as practicable after the notice and payment shall be received. The certificate or certificates for the shares purchased shall, shall except as otherwise instructed in the case of an exercise pursuant to (iv) above, all be registered in the name of the Optionee arid and shall be delivered to the Optionee. All shares purchased upon the exercise of Options shall be fully paid and non-assessable. The Optionee shall not have the rights of a stockholder with respect to the shares covered by the Options until the date of issuance of a stock certificate to him for such shares. Except as expressly provided in Section 9, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued.

Method of Exercising Options. Subject The Optionee may exercise the Options by delivering to the terms Company (i) a written notice stating the number of shares of Common Stock that the Optionee has elected to purchase at that time from the Company and conditions (ii) full payment of this Agreement, the purchase price of the shares of Common Stock then to be purchased. Payment of the exercise price for the shares of Common Stock upon any exercise of the Options may be exercised made by written notice check payable to the Company, at the principal executive office order of the Company. Such notice shall state ; provided, however, that in Payment of the election to exercise price for the shares of Common Stock upon any exercise of the Options may be made by check payable to the order of the Company; provided, however, that in the event that the Optionee enters into an Employment Agreement with the Company and Optionee's employment is terminated without Cause or the number Optionee terminates his employment for Good Reason (as and if such capitalized terms are defined in his Employment Agreement with the Company), subject to Sections 5 and 6 hereof, the Optionee shall have the right to pay the exercise price for the shares of Common Stock by delivery of shares of Common Stock of the Company or surrender of Options (having a fair market value equal to the purchase price of the Common Stock issuable upon exercise of the Options over the applicable exercise price) duly endorsed in respect of which they are being exercised and shall be signed by the Optionee. Such notice shall be blank or accompanied by appropriate stock powers, together with such amount as the payment Company shall, in its sole discretion, deem necessary to satisfy any tax withholding obligation or tax arising by reason of the transfer of such shares of Common Stock ("CASHLESS EXERCISE"). In connection with any Cashless Exercise, only full purchase shares of Common Stock of the Company with an aggregate fair market value not exceeding the exercise price for will be accepted in payment, and any portion of the exercise price which is in excess of such shares, which shall aggregate fair market value must be payable (i) paid in cash; (ii) cash or by certified check or bank cashier's check payable to the order of the Company in the amount of such purchase price; (iii) by delivery to Company, it being understood that the Company of shall not be required to pay cash in exchange for tendered certificates. If the tendered certificate(s) evidence more shares of Common Stock having a fair market value (as defined in Section 9.B) equal than are accepted for payment, an appropriate replacement certificate shall be issued to such purchase price, provided that such shares have been owned by the Optionee for at least six (6) months or such other period as the company may determine is necessary to avoid adverse accounting treatment by the Company; (iv) in the event that the exercise number of the Options is covered by an effective registration statement, by the delivery from a broker to the Company of an amount of loan proceeds necessary to pay such purchase price, pursuant to the Optionee's instructions to the broker to sell some or all of the excess shares of Common Stock to be issued upon exercise of the Options and to repay the loan from the proceeds of the sale, to deliver the remaining cash proceeds, less commissions, brokerage fees and interest charges, to the Optionee and to deliver any remaining shares to the Optionee; or (v) by any combination of the methods of payment described in (i) through (iv) above. The Company shall deliver a certificate or certificates representing the shares purchased as soon as practicable after the notice and payment shall be received. The certificate or certificates for the shares purchased shall, except as otherwise instructed in the case of an exercise pursuant to (iv) above, all be registered in the name of the Optionee arid shall be delivered to the Optionee. All shares purchased upon the exercise of Options shall be fully paid and non-assessable. The Optionee shall not have the rights of a stockholder with respect to the shares covered by the Options until the date of issuance of a stock certificate to him for such shares. Except as expressly provided in Section 9, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issuedStock.

Method of Exercising Options. Subject The Optionee may exercise the Options by delivering to the terms Company (i) a written notice stating the number of shares of Common Stock that the Optionee has elected to purchase at that time from the Company and conditions (ii) full payment of this Agreement, the purchase price of the shares of Common Stock then to be purchased. Payment of the exercise price for the shares of Common Stock upon any exercise of the Options may be exercised made by written notice check payable to the Company, at the principal executive office order of the Company. Such notice ; provided, however, that in the event that the Optionee enters into an Employment Agreement with the Company and Optionee's employment is terminated without Cause or the Optionee terminates his employment for Good Reason (as and if such capitalized terms are defined in his Employment Agreement with the Company), subject to Sections 5 and 6 hereof, the Optionee shall state have the election right to pay the exercise price for the shares of Common Stock by delivery of shares of Common Stock of the Company or surrender of Options (having a fair market value equal to the purchase price of the Common Stock issuable upon exercise of the Options and over the number of shares applicable exercise price) duly endorsed in respect of which they are being exercised and shall be signed by the Optionee. Such notice shall be blank or accompanied by appropriate stock powers, together with such amount as the payment Company shall, in its sole discretion, deem necessary to satisfy any tax withholding obligation or tax arising by reason of the transfer of such shares of Common Stock ("Cashless Exercise"). In connection with any Cashless Exercise, only full purchase shares of Common Stock of the Company with an aggregate fair market value not exceeding the exercise price for will be accepted in payment, and any portion of the exercise price which is in excess of such shares, which shall aggregate fair market value must be payable (i) paid in cash; (ii) cash or by certified check or bank cashier's check payable to the order of the Company in the amount of such purchase price; (iii) by delivery to Company, it being understood that the Company of shall not be required to pay cash in exchange for tendered certificates. If the tendered certificate(s) evidence more shares of Common Stock having a fair market value (as defined in Section 9.B) equal than are accepted for payment, an appropriate replacement certificate shall be issued to such purchase price, provided that such shares have been owned by the Optionee for at least six (6) months or such other period as the company may determine is necessary to avoid adverse accounting treatment by the Company; (iv) in the event that the exercise number of the Options is covered by an effective registration statement, by the delivery from a broker to the Company of an amount of loan proceeds necessary to pay such purchase price, pursuant to the Optionee's instructions to the broker to sell some or all of the excess shares of Common Stock to be issued upon exercise of the Options and to repay the loan from the proceeds of the sale, to deliver the remaining cash proceeds, less commissions, brokerage fees and interest charges, to the Optionee and to deliver any remaining shares to the Optionee; or (v) by any combination of the methods of payment described in (i) through (iv) above. The Company shall deliver a certificate or certificates representing the shares purchased as soon as practicable after the notice and payment shall be received. The certificate or certificates for the shares purchased shall, except as otherwise instructed in the case of an exercise pursuant to (iv) above, all be registered in the name of the Optionee arid shall be delivered to the Optionee. All shares purchased upon the exercise of Options shall be fully paid and non-assessable. The Optionee shall not have the rights of a stockholder with respect to the shares covered by the Options until the date of issuance of a stock certificate to him for such shares. Except as expressly provided in Section 9, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issuedStock.