Common use of Option Exercise and Payment Clause in Contracts

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 Class Series B Common Stock Option may be exercised by Xxxxxx Xxxxxxx (or any Xxxxxx Xxxxxxx Entity to which all or any part of the Class Series B Common Stock Option has been assigned) only for such a number of shares as equal to or less than the number of shares that are necessary for the Xxxxxx Entities to prevent a Xxxxxx maintain, in the aggregate, the percentage of the then-outstanding shares of Common Stock of Xxxxxxx that is equal to the then-current Ownership ReductionPercentage. 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 a number of shares as equal to or less than the number of shares that are necessary for the 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 Option Notice and prior to the applicable Issuance Event Date by the delivery to MSCI Xxxxxxx of a written notice to such effect specifying (i) the number of shares of Class Series B Common Stock or Nonvoting Stock (Stock, as the case may be) , to be purchased by Xxxxxx XxxxxxxXxxxxx, or any of the Xxxxxx Xxxxxxx Entity, Entities and (ii) a calculation of the exercise price for such shares; provided, however, that if Xxxxxxx shall have issued any shares of Common Stock in violation of its obligations under this Article II, the Option may be exercised at any time by the delivery to Xxxxxxx of a written notice to such effect specifying the information described in clauses (i) and (ii) above. Upon any such exercise of either an Option, MSCI will, immediately Xxxxxxx will promptly (and in any event on or prior to the issuance or event in connection with an applicable Issuance Event, Event Date) (i) deliver to Xxxxxx Xxxxxxx (or any Xxxxxx Xxxxxxx Entity designated by Xxxxxx XxxxxxxXxxxxx), against payment therefor, certificates (issued in the name of Xxxxxx Xxxxxxx or its permitted assignee hereunder, hereunder or as directed by Xxxxxx XxxxxxxXxxxxx) representing the shares of Class Series B Common Stock or Nonvoting Stock (Stock, as the case may be) , being purchased upon such exercise, and (ii) record the issuance of such shares, upon payment therefor, in Xxxxxxx’x stock ledger. 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 MSCIXxxxxxx, for the full purchase price for such shares.

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 Vote Ownership Reduction. The Nonvoting Class B Common 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 the Class B Common Stock 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 Class B Common Stock Option may be exercised by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx (or any Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx 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 Mxxxxx Sxxxxxx Vote Ownership Reduction. The Nonvoting Class B Common 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 XxxxxxxMxxxxx Sxxxxxx, or any Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Entity, and (ii) a calculation of the exercise price for such shares. Upon any such exercise of either the Class B Common Stock Option, MSCI will, immediately prior to the issuance or event in connection with an Issuance Event, deliver to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx (or any Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Entity designated by Xxxxxx XxxxxxxMxxxxx Sxxxxxx), against payment therefor, certificates (issued in the name of Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx or its permitted assignee hereunder, or as directed by Xxxxxx XxxxxxxMxxxxx Sxxxxxx) 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.