Option Exercise and Payment. The Class B Common Stock Option may be exercised by Xxxxxx Xxxxxxx (or any Xxxxxx Xxxxxxx Entity to which all or any part of the Class B Common Stock Option has been assigned) only for such number of shares as are necessary to prevent a Xxxxxx Xxxxxxx Ownership Reduction. The Nonvoting Stock Option may be exercised by Xxxxxx Xxxxxxx (or any Xxxxxx Xxxxxxx Entity to which all or any part of the Nonvoting Stock Option has been assigned) only for such number of shares as are necessary for Xxxxxx Xxxxxxx Entities to own, in the aggregate, eighty percent (80%) of each class of outstanding Nonvoting Stock. Each Option may be exercised (to the extent then exercisable in accordance with its terms) at any time after receipt of an applicable Issuance Notice and prior to the applicable Issuance Event Date by the delivery to MSCI of a written notice to such effect specifying (i) the number of shares of Class B Common Stock or Nonvoting Stock (as the case may be) to be purchased by Xxxxxx Xxxxxxx, or any Xxxxxx Xxxxxxx Entity, and (ii) a calculation of the exercise price for such shares. Upon any such exercise of either Option, MSCI will, immediately prior to the issuance or event in connection with an Issuance Event, deliver to Xxxxxx Xxxxxxx (or any Xxxxxx Xxxxxxx Entity designated by Xxxxxx Xxxxxxx), against payment therefor, certificates (issued in the name of Xxxxxx Xxxxxxx or its permitted assignee hereunder, or as directed by Xxxxxx Xxxxxxx) representing the shares of Class B Common Stock or Nonvoting Stock (as the case may be) being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer to such account as shall be specified by MSCI, for the full purchase price for such shares.
Option Exercise and Payment. The Blockbuster Class B Common Stock Option may be exercised by Viacom International for a number of shares equal to or less than the number of shares that are necessary for the Viacom International to maintain, in the aggregate, the then-current Ownership Percentage. The Nonvoting Stock Option may be exercised by Viacom International for a number of shares equal to or less than the number of shares that are necessary for the Viacom International to own, in the aggregate, 80 percent of each class of outstanding Nonvoting Stock. Each Option may be exercised at any time after receipt of an applicable Option Notice and prior to the applicable Issuance Event Date by the delivery to Blockbuster of a written notice to such effect specifying (i) the number of shares of Blockbuster Class B Common Stock or Nonvoting Stock, as the case may be, to be purchased by Viacom International and (ii) a calculation of the exercise price for such shares. Upon any such exercise of either Option, Blockbuster will, prior to the applicable Issuance Event Date, deliver to Viacom International, against payment therefor, certificates (issued in the name of Viacom International) representing the shares of Blockbuster Class B Common Stock or Nonvoting Stock, as the case may be, being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by Blockbuster, for the full purchase price for such shares.
Option Exercise and Payment. The Class B Common Stock Option may be exercised by Holdings (or any Holdings Entity to which all or any part of the Class B Common Stock Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the Holdings Entities to maintain, in the aggregate, the Ownership Percentage. The Nonvoting Stock Option may be exercised by Holdings (or any Holdings Entity to which all or any part of the Nonvoting Stock Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the Holdings Entities to own, in the aggregate, 80 percent of each class of outstanding Nonvoting Stock. Each Option may be exercised at any time after receipt of an applicable Option Notice and prior to the applicable Issuance Event Date by the delivery to Nabisco of a written notice to such effect specifying (i) the number of shares of Class B Common Stock or Nonvoting Stock (as the case may be) to be purchased by Holdings, or any of the Holdings Entities, and (ii) a calculation of the exercise price for such shares. Upon any such exercise of either Option, Nabisco will, prior to the applicable Issuance Event Date, deliver to Holdings (or any Holdings Entity designated by Holdings), against payment therefor, certificates (issued in the name of Holdings or its permitted assignee hereunder, or as directed by Holdings) representing the shares of Class B Common Stock or Nonvoting Stock (as the case may be) being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer to such account as shall be specified by Nabisco, for the full purchase price for such shares.
Option Exercise and Payment. The Option may be exercised by HNC (or any HNC Entity to which all or any part of the Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the HNC Entities to maintain, in the aggregate, the Minimum Ownership Percentage. Each Option may be exercised at any time after the delivery of an Option Notice and prior to an Issuance Event Date by the delivery to Retek by HNC or any HNC entity of a written notice (the "Exercise Notice") to such effect specifying (i) the number of shares of Common Stock to be purchased by HNC or any of the HNC Entities upon such exercise of the Option and (ii) a calculation of the exercise price for such shares. Upon any such exercise of the Option, Retek will, prior to the Issuance Event Date, deliver to HNC (or any HNC Entity who is exercising the Option or who is designated by HNC), against payment therefor, certificates (issued in the name of HNC or its permitted assignee hereunder or as directed by HNC) representing the shares of Common Stock being purchased upon such exercise. If after the receipt of an Option Notice and prior to the corresponding Issuance Event Date, HNC delivers to Retek an Exercise Notice, Retek shall deliver the certificates for the shares of Common Stock being purchased prior to the applicable Issuance Event Date. Payment for such shares shall be made, on the date of delivery of such certificates, by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by Retek, for the full purchase price for such shares.
Option Exercise and Payment. 14 6.4. Effect of Failure to Exercise......................................................................15 6.5.
Option Exercise and Payment. The Option may be exercised by FBR Group (or any FBR Group Entity to which all or any part of the Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the FBR Group Entities to maintain, in the aggregate, the then-current Ownership Percentage. The Option may be exercised at any time after receipt of an applicable Option Notice and prior to the applicable Issuance Event Date by the delivery to FBR Capital Markets of a written notice to such effect specifying (i) the number of shares of Common Stock to be purchased by FBR Group, or any of the FBR Group Entities and (ii) a determination of the exercise price for such shares. Upon any such exercise of the Option, FBR Capital Markets will, prior to the applicable Issuance Event Date, deliver to FBR Group (or any FBR Group Entity designated by FBR Group), against payment therefor, certificates (issued in the name of FBR Group or its designated FBR Group Entity or its permitted assignee hereunder or as otherwise directed by FBR Group) representing the shares of Common Stock being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by FBR Capital Markets, for the full purchase price for such shares.
Option Exercise and Payment. To exercise the Option, in whole or in part, you must notify the Company’s designated broker/agent in a manner designated by the Plan Administrator. This notification will be effective upon receipt by the Company’s designated broker/agent and must be received on or before the specified Expiration Date. If the specified Expiration Date falls on a day that is not a regular business day at the Company’s executive office in New York City or broker/agent’s office, then the exercise notification must be received on or before the last regular business day prior to the Expiration date. Payment must be made in the form of a wire transfer, personal check, or money order, payable in U.S. dollars and on a U.S. bank to the order of the Company’s designated broker/agent; or by authorizing the Company’s designated broker/agent to sell the shares acquired upon the exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price, applicable brokerage fees, and any withholding and/or taxes and applicable fees resulting from such exercise as described in Section 3 hereof; or, if not problematic under local law, by delivery of a certificate or certificates for shares of Common Stock of the Company owned by you for at least six months having a fair market value at the date of exercise equal to the purchase price for such shares, or in a combination of the foregoing; provided, however, that payment in shares of Common Stock of the Company will not be permitted unless at least 100 shares of Common Stock are required and delivered for such purpose. Any stock certificate or certificates so delivered must be endorsed, or accompanied by an appropriate stock power, to the order of Xxxxxxx-Xxxxx Squibb Company, with the signature guaranteed by a bank or trust company or by a member firm of the New York Stock Exchange. In lieu of the physical delivery of certificate(s), you may submit certificates by attestation. No shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirement of any stock exchange upon which the shares may then be listed.
Option Exercise and Payment. The Option may be exercised by Silicon Graphics (or any SGI Entity to which all or any part of the Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the SGI Entities to maintain, in the aggregate, the Minimum Ownership Percentage. Each Option may be exercised at any time by the delivery to the Company of a written notice (the "Exercise Notice") to such effect specifying (i) the number of shares of Capital Stock to be purchased by Silicon Graphics, or any of the SGI Entities and (ii) a calculation of the exercise price for such shares. Upon any such exercise of the Option, the Company will deliver to Silicon Graphics (or any SGI Entity designated by Silicon Graphics), against payment therefor, certificates (issued in the name of Silicon Graphics or its permitted assignee hereunder or as directed by Silicon Graphics) representing the shares of Capital Stock being purchased upon such exercise. If after the receipt of an Option Notice and prior to the corresponding Issuance Event Date, Silicon Graphics delivers to the Company an Exercise Notice, the Company shall deliver the certificates for the shares of Capital Stock being purchased prior to the applicable Issuance Event Date. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by the Company, for the full purchase price for such shares.
Option Exercise and Payment. The Option may be exercised by EMC (or any member of the EMC Group to which all or any part of the Option has been assigned) in connection with an Issuance Event (i) for a number of shares of Class A common stock equal to or less than the number of shares that are necessary for the EMC Group to maintain, in the aggregate, the then-current Class A Ownership Percentage and (ii) for a number of shares of Class B common stock equal to or less than the number of shares that are necessary for the EMC Group to maintain, in the aggregate, the then-current Class B Ownership Percentage. The Option may be exercised at any time after receipt of an applicable Option Notice and up to 3 business days prior to the applicable Issuance Event Date by the delivery to VMware of a written notice to such effect specifying (x) the number of shares of Class A common stock and the number of shares of Class B common stock to be purchased by EMC or any member of the EMC Group and (y) a determination of the exercise price for such shares. In the event of any such exercise of the Option, VMware will, on the applicable Issuance Event Date and simultaneously with the issuance of shares of Common Stock in the related Issuance Event, deliver to EMC (or any member of the EMC Group designated by EMC), against payment therefor, certificates (issued in the name of EMC or its permitted assignee hereunder) representing the shares of Class A common stock or Class B common stock being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by VMware for the full purchase price for such shares.
Option Exercise and Payment. (a) The Option may be exercised by FAT Brands (or any member of the FAT Brands Group to which all or any part of the Option has been assigned) in connection with an Option Trigger Event for up to the number of shares of Class A Common Stock that are necessary for the FAT Brands Group to maintain at least a 80.1% Common Stock Ownership Percentage or a 80.1% Class A Ownership Percentage, as the case may be.
(b) The exercise price for each share of Class A Common Stock purchased pursuant to an exercise of the Option shall be:
(i) in the event of an offering and issuance by Twin Hospitality of shares of Class A Common Stock in exchange for cash consideration, the closing price per share of Class A Common Stock as quoted on the Nasdaq Global Market on the date such offering is publicly announced (or the next Business Day if such offering is publicly announced after the close of trading on the Nasdaq Global Market); or
(ii) in the event of: (A) an issuance by Twin Hospitality of shares of Class A Common Stock pursuant to any stock option or other benefit, incentive or compensation plan maintained by Twin Hospitality, or (B) an issuance by Twin Hospitality of shares of Class A Common Stock for consideration other than cash, the closing price per share of Class A Common Stock as quoted on the Nasdaq Global Market on the Option Trigger Event Date.
(c) The Option may be exercised at any time after receipt of an applicable Option Notice and at least three (3) Business Days prior to the applicable Option Trigger Event Date by the delivery to Twin Hospitality of a written notice to such effect specifying (i) the number of shares of Class A Common Stock to be purchased by FAT Brands or any member of the FAT Brands Group, and (ii) the exercise price for such shares (as determined in accordance with Section 6.3(b)).
(d) In the event of any such exercise of the Option, Twin Hospitality shall, on the applicable Option Trigger Event Date and simultaneously with the issuance of shares of Class A Common Stock in the related Option Trigger Event, sell and issue to FAT Brands (or any member of the FAT Brands Group designated by FAT Brands), against payment of the exercise price for such shares (as determined in accordance with Section 6.3(b)), the shares of Class A Common Stock (in book-entry form) being purchased upon such exercise of the Option. Payment by FAT Brands of the full purchase price for such shares shall be made by wire transfer or intrabank transfer of immediately ...
