Common use of Notice of Exercise; Payment Clause in Contracts

Notice of Exercise; Payment. To the extent then exercisable, the Option shall be exercised by oral or written notice to Occidental stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares shall be: (a) in cash in the form of currency or check or other cash equivalent acceptable to Occidental, (b) by actual or constructive transfer to Occidental of nonforfeitable, nonrestricted shares of Common Stock that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, or (ii) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (c) by any combination of the foregoing methods of payment. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per Share. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to Occidental with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of the shares of Common Stock, which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, plus interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to which the broker undertakes to deliver to Occidental the amount of the aggregate Option Price not later than the date on which the sale transaction will settle in the ordinary course of business. The date of such notice shall be the exercise date. Any oral notice of exercise shall be confirmed in writing to Occidental before the close of business the same day.

Appears in 3 contracts

Samples: Incentive Stock Option Agreement (Occidental Petroleum Corp /De/), Incentive Stock Option Agreement (Occidental Petroleum Corp /De/), Incentive Stock Option Agreement (Occidental Petroleum Corp /De/)

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Notice of Exercise; Payment. To the extent then exercisable, the Option shall be exercised by oral or written notice to Occidental stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares shall be: be (a) in cash in the form of currency or check or other cash equivalent acceptable to Occidental, (b) by actual or constructive transfer to Occidental of nonforfeitable, nonrestricted shares of Common Stock that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, or (ii) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (c) by any combination of the foregoing methods of payment. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per Share. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to Occidental with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of the shares of Common Stock, which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, plus interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to which the broker undertakes to deliver to Occidental the amount of the aggregate Option Price not later than the date on which the sale transaction will settle in the ordinary course of business. The date of such notice shall be the exercise date. Any oral notice of exercise shall be confirmed in writing to Occidental before the close of business the same day.

Appears in 3 contracts

Samples: Nonqualified Stock Option Agreement (Occidental Petroleum Corp /De/), Nonqualified Stock Option Agreement (Occidental Petroleum Corp /De/), Nonqualified Stock Option Agreement (Occidental Petroleum Corp /De/)

Notice of Exercise; Payment. To the extent then exercisable, the Option shall may be exercised in whole or in part by oral or written notice to Occidental the Company stating the number of Optioned Option Shares for which the Option is being exercised and the intended manner of payment. Payment equal to The date of such notice shall be the aggregate exercise date. The Option Price of the Optioned Shares shall be: be payable (a) in cash in the form of currency or by check or other cash equivalent acceptable to Occidentalthe Company, (b) by actual or constructive transfer to Occidental the Company of nonforfeitable, nonrestricted shares of unrestricted Common Stock Shares that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, or (ii) more than six (6) months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by any combination transfer to the Company of shares or vested Options (including Options under this Agreement) for the foregoing methods purchase of payment. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by having a fair market value (net of the Optionee in payment exercise price) at the time of all or any part exercise equal to the portion of the Option Price shall be valued on the basis for which such transfer is made, or (d) by a combination of their Fair Market Value per Sharesuch methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee makes shall have made arrangements that are satisfactory to Occidental the Company with a bank or a broker that who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock, which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount Option Price plus payment of the aggregate Option Price, plus interest at the "any applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of payment, withholding taxes and pursuant to which the bank or broker undertakes to deliver to Occidental the amount of the aggregate full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. The date As soon as practicable upon the Company’s receipt of such notice shall be the exercise date. Any oral Optionee’s notice of exercise and payment, the Company shall be confirmed direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in writing to Occidental before whole or in part, Optionee shall comply with all regulations and the close requirements of business any regulatory authority having control of, or supervision over, the same dayissuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Appears in 3 contracts

Samples: Nonqualified Stock Option Agreement (Athersys, Inc / New), Incentive Stock Option Agreement (Athersys, Inc / New), Nonqualified Stock Option Agreement (Athersys, Inc / New)

Notice of Exercise; Payment. To the extent then exercisable, the Option shall may be exercised by oral or written notice to Occidental the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be: (a) be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to Occidental, the Company. The Optionee may also tender the Option Price by (ba) by the actual or constructive transfer to Occidental the Company of nonforfeitable, nonrestricted shares of Common Stock that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (cb) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted shares of Common Stock. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per Share. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to Occidental the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock, which Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, Price plus interest at the "payment of any applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of paymentwithholding taxes, and pursuant to which the broker undertakes to deliver to Occidental the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As a further condition precedent to the exercise of the Option, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or supervision over, the issuance of shares of Common Stock and in connection therewith shall execute any documents that the Board shall in its sole discretion deem necessary or advisable. The date of such the Optionee's written notice shall be the exercise date. Any oral notice of exercise shall be confirmed in writing to Occidental before the close of business the same day.

Appears in 2 contracts

Samples: Employment Agreement (Penton Media Inc), Employment Agreement (Penton Media Inc)

Notice of Exercise; Payment. To the extent then exercisable, the Option shall Right may be exercised by oral or written notice to Occidental the Company stating the number of Optioned Shares for which the Option Right is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option Right is being exercised shall be: (a) be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to Occidental, the Company. Participant may also tender the Option Price by (ba) by the actual or constructive transfer to Occidental the Company of nonforfeitable, nonrestricted shares of Common Stock Shares that have been owned by the Optionee Participant for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee Participant pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six months prior to the date of exercise, if they were originally acquired by the Optionee Participant other than pursuant to the exercise of an incentive stock option, or (cb) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Nonforfeitable, nonrestricted shares of Common Stock Shares that are transferred by the Optionee Participant in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per ShareShare on the date of transfer. The requirement of payment in cash shall be deemed satisfied if the Optionee Participant makes arrangements that are satisfactory to Occidental the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock, which Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, Price plus interest at the "payment of any applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of paymentwithholding taxes, and pursuant to which the broker undertakes to deliver to Occidental the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As a further condition precedent to the exercise of the Option Right, Participant shall comply with all regulations and requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall execute any documents that the Board shall in its sole discretion deem necessary or advisable. The date of such Participant’s written notice shall be the exercise date. Any oral notice of exercise shall be confirmed in writing to Occidental before the close of business the same day.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Shiloh Industries Inc)

Notice of Exercise; Payment. (1) To the extent then exercisable, the Option shall may be exercised by oral or written notice to Occidental the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares being exercised shall be: (a) be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to Occidentalthe Company. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of Optioned Shares which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price not later than the date on which the sale transaction will settle in the ordinary course of business. (b2) The Optionee may also tender the Option Price by (i) the actual or constructive transfer to Occidental the Company of nonforfeitable, nonrestricted shares of Common Stock Shares that have been owned by the Optionee for (ix) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock optionIncentive Stock Option, or (iiy) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock optionIncentive Stock Option, or (cii) by any combination of the foregoing methods of payment. , including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. (3) Within ten (10) days after notice, the Company shall direct the due issuance of the Optioned Shares so purchased. (4) Nonforfeitable, nonrestricted shares of Common Stock Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per Share. The requirement Value. (5) As a further condition precedent to the exercise of payment in cash shall be deemed satisfied if this Option, the Optionee makes arrangements that are satisfactory to Occidental shall comply with a broker that is a member all regulations and the requirements of any regulatory authority having control of, or supervision over, the National Association of Securities Dealers, Inc. to sell a sufficient number of the shares issuance of Common Stock, which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, plus interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or Shares and in connection therewith shall execute any successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to documents which the broker undertakes to deliver to Occidental the amount of the aggregate Option Price not later than the date on which the sale transaction will settle Board shall in the ordinary course of businessits sole discretion deem necessary or advisable. The date of such notice shall be the exercise date. Any oral notice of exercise shall be confirmed in writing to Occidental before the close of business the same day.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Mainsource Financial Group)

Notice of Exercise; Payment. (a) To the extent then exercisable, the Option shall may be exercised by oral or written notice to Occidental the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares being exercised shall be: (a) be tendered in full with the notice of exercise to the Company in cash in the form of U.S. currency or check or other cash equivalent acceptable to Occidental, the Company. The date of such notice shall be the exercise date. (b) In the Committee's discretion, the Optionee may also tender the Option Price by (i) the actual or constructive transfer to Occidental the Company of nonforfeitable, nonrestricted shares of Common Stock Shares that have been owned by the Optionee for (ix) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, or (iiy) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (cii) by any combination of the foregoing methods of payment. Nonforfeitable, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted shares of Common Stock that are transferred Shares. To the extent permitted by law, the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per Share. The requirement of payment in cash shall be deemed satisfied if the Optionee makes shall have made arrangements that are satisfactory to Occidental the Company with a broker that who is a member of the National Association of Securities Dealers, Inc. to sell on the date of exercise a sufficient number of the shares of Common Stock, which are Shares being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Exercise Price, plus interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, federal rate for the period from the date of exercise to the date of payment, and pursuant to which the broker undertakes to deliver to Occidental the amount of the aggregate Option Price Exercise Price, plus such interest, to the Company not later than the date on which the sale transaction will settle in the ordinary course of business. The date of such notice In the event the option has been transferred pursuant to Section 4 above, the word Transferee shall be substituted for Optionee in the foregoing provisions of this subsection (b). (c) Within ten (10) days after notice, the Company shall direct the due issuance of the Optioned Shares so purchased. (d) Nonforfeitable, nonrestricted Common Shares that are transferred in payment of all or any part of the Option Price shall be valued on the basis of their Market Value per Share as defined in the Plan. (e) As a further condition precedent to the exercise date. Any oral notice of exercise this Option, the Optionee or Transferee, as appropriate, shall be confirmed comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in writing to Occidental before connection therewith shall execute any documents which the close of business the same dayCommittee shall in its sole discretion deem necessary or advisable.

Appears in 1 contract

Samples: Nonqualified Employee Stock Option Agreement (Choicepoint Inc)

Notice of Exercise; Payment. To the extent then exercisable, the Option shall Right may be exercised by oral or written notice to Occidental the Company stating the number of Optioned Shares for which the Option Right is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option Right is being exercised shall be: (a) be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to Occidental, the Company. Participant may also tender the Option Price by (ba) by the actual or constructive transfer to Occidental the Company of nonforfeitable, nonrestricted shares of Common Stock that have has been owned by the Optionee Participant for (i) more than one (1) year prior to the date of exercise and for more than two (2) years from the date on which the option Option Right was granted, if they were originally acquired by the Optionee Participant pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six (6) months prior to the date of exercise, if they were originally acquired by the Optionee Participant other than pursuant to the exercise of an incentive stock option, or (cb) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Stock. Nonforfeitable, nonrestricted shares of Common Stock that are is transferred by the Optionee Participant in payment of all or any part of the Option Price shall be valued on the basis of their Fair its Market Value per Shareshare on the date of transfer. The requirement of payment in cash shall be deemed satisfied if the Optionee Participant makes arrangements that are satisfactory to Occidental the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock, which Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, Price plus interest at the "payment of any applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of paymentwithholding taxes, and pursuant to which the broker undertakes to deliver to Occidental the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As a further condition precedent to the exercise of the Option Right, Participant shall comply with all regulations and requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Stock and in connection therewith the Participant shall execute any documents that the Board shall in its sole discretion deem necessary or advisable. The date of such Participant’s written notice shall be the exercise date. Any oral notice of exercise shall be confirmed in writing to Occidental before the close of business the same day.

Appears in 1 contract

Samples: Employment Agreement (Shiloh Industries Inc)

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Notice of Exercise; Payment. To the extent then exercisable, the Option shall may be exercised by oral or written notice to Occidental the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be: (a) be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to Occidental, the Company. The Optionee may also tender the Option Price by (ba) by the actual or constructive transfer to Occidental the Company of nonforfeitable, nonrestricted shares of Common Stock Shares that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, or (ii) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (cb) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Within ten (10) days thereafter, the Company shall direct the due issuance of the Optioned Shares so purchased. Nonforfeitable, nonrestricted shares of Common Stock Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per Common Share. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to Occidental the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock, which Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, Price plus interest at the "payment of any applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of paymentwithholding taxes, and pursuant to which the bank or broker undertakes to deliver to Occidental the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall execute any documents which the Board or a Committee thereof shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date. Any oral notice of exercise shall be confirmed in writing to Occidental before the close of business the same day.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Conley Canitano & Associates Inc)

Notice of Exercise; Payment. To the extent then the exercisable, the Option shall may be exercised by oral or written notice to Occidental the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be: (a) be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to Occidental, the Company. The Optionee may also tender the Option Price by (ba) by the actual or constructive transfer to Occidental the Company of nonforfeitable, nonrestricted shares of Common Stock that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (cb) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted shares of Common Stock. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per Share. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to Occidental the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock, which Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, Price plus interest at the "payment of any applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of paymentwithholding taxes, and pursuant to which the broker undertakes to deliver to Occidental the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As a further condition precedent to the exercise of the Option, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or supervision over, the issuance of shares of Common Stock and in connection therewith shall execute any documents that the Board shall in its sole discretion deem necessary or advisable. The date of such the Optionee's written notice shall be the exercise date. Any oral notice of exercise shall be confirmed in writing to Occidental before the close of business the same day.

Appears in 1 contract

Samples: Employment Agreement (Penton Media Inc)

Notice of Exercise; Payment. (a) To the extent then exercisable, the Option shall may be exercised by oral or written notice to Occidental the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares being exercised shall be: (a) be tendered in full with the notice of exercise to the Company in cash in the form of U.S. currency or check or other cash equivalent acceptable to Occidental, the Company. The date of such notice shall be the exercise date. (b) In the Committee's discretion, the Optionee may also tender the Option Price by (i) the actual or constructive transfer to Occidental the Company of nonforfeitable, nonrestricted shares of Common Stock Shares that have been owned by the Optionee for (ix) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, or (iiy) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (cii) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. To the extent permitted by law, the requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the date of exercise a sufficient number of the Common Shares being purchased so that the net proceeds of the sale transaction will at least equal the aggregate Exercise Price, plus interest at the applicable federal rate for the period from the date of exercise to the date of payment, and pursuant to which the broker undertakes to deliver the aggregate Exercise Price, plus such interest, to the Company not later than the date on which the sale transaction will settle in the ordinary course of business. (c) Within ten (10) days after notice, the Company shall direct the due issuance of the Optioned Shares so purchased. (d) Nonforfeitable, nonrestricted shares of Common Stock Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per Share. The requirement Share as defined in the Plan. (e) As a further condition precedent to the exercise of payment in cash shall be deemed satisfied if this Option, the Optionee makes arrangements that are satisfactory to Occidental shall comply with a broker that is a member all regulations and the requirements of any regulatory authority having control of, or supervision over, the National Association of Securities Dealers, Inc. to sell a sufficient number of the shares issuance of Common Stock, which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, plus interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or Shares and in connection therewith shall execute any successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to documents which the broker undertakes to deliver to Occidental the amount of the aggregate Option Price not later than the date on which the sale transaction will settle Committee shall in the ordinary course of business. The date of such notice shall be the exercise date. Any oral notice of exercise shall be confirmed in writing to Occidental before the close of business the same dayits sole discretion deem necessary or advisable.

Appears in 1 contract

Samples: Nonqualified Employee Stock Option Agreement (Choicepoint Inc)

Notice of Exercise; Payment. To the extent then exercisable, the Option shall may be exercised by oral or written notice to Occidental the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be: (a) be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to Occidental, the Company. The Optionee may also tender the Option Price by (ba) by the actual or constructive transfer to Occidental the Company of nonforfeitable, nonrestricted shares of Common Stock that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (cb) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted shares of Common Stock. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value per Share. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to Occidental the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock, which Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, Price plus interest at the "payment of any applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of paymentwithholding taxes, and pursuant to which the broker undertakes to deliver to Occidental the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. The date of such notice shall be As a further condition precedent to the exercise date. Any oral notice of exercise the Option, the Optionee shall be confirmed in writing to Occidental before the close comply with all regulations and requirements of business the same day.any regulatory authority having control of, or

Appears in 1 contract

Samples: Employment Agreement (Penton Media Inc)

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