Option Exercise Procedure. Subject to the limitations set forth in the Plan and in Section 3 hereof, the Option may be exercised in whole or in installments, and shall be exercised by the timely delivery to the Corporation, in the manner described in Section 15 hereof, of a written Notice of Election to Exercise Option in substantially the form attached hereto as Exhibit A. The Notice of Election to Exercise Option shall be accompanied by payment of the Exercise Price for the shares of Common Stock with respect to which the Option is being exercised, together with payment of any necessary withholding taxes. The Corporation may also require as a condition to the exercise of the Option that the Optionee sign and deliver to the Corporation a market standoff agreement in such form as provided by the Corporation.
Option Exercise Procedure a) Exercise of the Option shall be accomplished by delivery to the Company, pursuant to Section 9 of this Agreement, of (i) a timely and completed written notice of election to exercise in the form attached to this Agreement as Exhibit “A” (the “Exercise Notice”), (ii) payment of the Exercise Price for the Option Shares to be exercised, and (iii) payment for any applicable withholding taxes as provided in Section 6 of this Agreement.
b) The Option may be exercised by a broker-dealer acting on behalf of the Employee if (i) the broker-dealer has received from the Employee or the Company a copy of this executed Agreement, and instructions signed by the Employee requesting the Company to deliver the Option Shares to the broker-dealer on behalf of the Employee and specifying the account into which such shares should be deposited, (ii) adequate provision has been made for the payment of any withholding taxes due upon such exercise, and (iii) the broker-dealer and the Employee have otherwise complied with Regulation T as promulgated by the Federal Reserve Board.
c) As soon as practicable after each timely exercise of the Option and compliance by the Employee with all applicable conditions under this Agreement and the Plan, the Company shall mail or cause to be mailed to the Employee at the address specified in the Exercise Notice one or more stock certificates registered in the name of the Employee for the number of shares of Common Stock which the Employee shall be entitled to receive upon such exercise under the provisions of this Agreement and the Plan.
Option Exercise Procedure. If the Grantee makes the Option Election, the exercise and termination of such Option will be governed by the terms and conditions set forth on Exhibit A.
Option Exercise Procedure. To exercise the Option the Optionee must notify IBC, prior to the expiration or termination of this Option, of his or her desire to exercise the Option or deliver to IBC a written Notice of Election to Exercise Option (either such method being referred to as the “Notice”). IBC will confirm the Notice and the Fair Market Value of the Shares on the date of exercise (the date of exercise being the date that IBC receives the Notice, or as soon thereafter as practicable) in correspondence to the Optionee. The Notice must be accompanied by payment (as described below in Section 4) of the Exercise Price for the Shares with respect to which the Option is being exercised, together with payment of any necessary withholding taxes.
Option Exercise Procedure. (a) Annually, together with the preparation of the annual financial statements of the Company for the relevant Fiscal Year, the Parties shall cause the Company to (i) prepare a statement setting forth, in reasonable detail, the Company’s calculation of the Exit Price and the Management Company Price as of the end of the relevant Fiscal Year as if such date was the End Date (based, to the extent available, on audited financial statements), (ii) obtain a statement of confirmation of such calculation from the JV Auditors and (iii) send such statement to the Parties, together with the JV Auditors’ statement of confirmation and the underlying audited financial statements if applicable, no later than March 31 following the end of the relevant Fiscal Year.
(b) Each of OC Topco and SG Parent shall have the right, but not the obligation, to exercise its respective applicable Option during the relevant time period set forth in this Option Agreement by delivering a written notice (the “Option Exercise Notice”) to the other party, indicating its exercise of such right, which notice shall be irrevocable. A copy of such notice shall also be sent to the Company.
(c) The Option Exercise Notice shall be effective if delivered to the relevant party in accordance with Section 6.1 of this Option Agreement within the time period specified in Sections 3.1(a), 3.2(a), 3.3(c) and 3.3(d), as applicable.
(1) To the extent that the Option Exercise Notice is made on a date other than any date during the first quarter of any Fiscal Year or December 31, the Parties shall cause the Company to (i) prepare a statement setting forth, in reasonable detail, the Company’s calculation of the Exit Price (including the performance premium, if applicable) and the Management Company Price for the relevant period (based, to the extent available, on audited financial statements), (ii) obtain a statement of confirmation of such calculation from the JV Auditors and (iii) send such information to OC Topco and SG Parent, together with the JV Auditors’ statement of confirmation, and the audited financial statements if available, no later than sixty (60) days after the Option Exercise Notice.
(2) In addition, in the event of an Option Exercise Notice, SG Parent shall (i) prepare an audited balance sheet of SG Topco as of the End Date, using French GAAP, (ii) based on such balance sheet, prepare a statement setting forth, in reasonable detail, an estimate of the calculation of the Target Price as of the Ex...
Option Exercise Procedure. Subject to the terms and conditions of the Award Agreement and this Summary, you may exercise the Option by delivering written notice to Maytag, in Xxxxxx, Xxxx, 00000, XXX, to the attention of Human Resources. You must sign your notice (or, following your death, the person exercising the Option must sign the notice) and specify the number of shares that you elect to purchase.
Option Exercise Procedure. Subject to the limitations set forth in the Plan and in Section 3 hereof, the Optionee may exercise Options, in whole or in part, during the Option Period by giving written notice of exercise on a Notice of Exercise of Nonqualified Stock Option, in the form attached hereto as Exhibit A, specifying the number of shares of Common Stock subject to the Option to be purchased. The Notice of Exercise of Nonqualified Stock Option shall be accompanied by payment of the Exercise Price for the shares of Common Stock with respect to which the Option is being exercised, together with payment of any necessary withholding taxes.
Option Exercise Procedure. The Option granted hereunder may be ------------------------- exercised in whole or in part, and may be exercised in part from time to time, all subject to the limitations on exercise set forth in the preceding section. Exercise shall be accomplished by compliance with all applicable rules established by the Committee and by delivery to the Company of a timely written notice of election to exercise in the form attached hereto as Exhibit "1," which shall be irrevocable upon delivery to the principal office of the Company, and addressed to the attention of the Committee or to the Secretary of the Company, accompanied by payment of the purchase price for the Shares with respect to which the Option is exercised. The minimum number of Shares with respect to which this Option may be exercised at any one time is fifty (50), except with respect to the final exercise of this Option this minimum shall not apply. In no event may this Option be exercised for any number of Shares that would require the issuance of anything other than whole Shares.
Option Exercise Procedure. The Chilean Collateral Trustee shall communicate to the Group Shareholders its intention to exercise the Option, in accordance with clause Ninth of this Agreement, hereinafter, the “Exercise Notice”. El Aviso del Ejercicio deberá indicar la fecha para la celebración (la “Fecha de Cierre”) de las correspondientes compraventas de acciones y cesiones de derechos, en adelante los “Contratos para The Exercise Notice shall indicate the date for the consummation (the “Closing Date”) of the corresponding purchases of shares and assignments of rights, hereinafter the “Transfer Agreements”, in 14-12896-mg Doc 78-5 Filed 11/14/14 Entered 11/14/14 16:13:19 Exhibit X Xx 00 xx 00 xx Xxxxxxxxxxxxx”, xx Xxxxxxxx xx Xxxxx. Los referidos Contratos para la Transferencia deberán otorgarse por escritura pública, en la Notaría de Santiago que el Agente de Garantías Chileno designe, lo cual deberá especificase en el Aviso del Ejercicio. Santiago de Chile. The above referenced Transfer Agreements shall be granted pursuant to a public deed, before the Public Notary of Santiago designated by the Chilean Collateral Trustee, which shall be specified in the Exercise Notice. En caso de que los representantes de Alsacia, cualquiera de los Garantes o los Accionistas del Grupo no comparezcan a la suscripción de los Contratos para la Transferencia después de haber sido debidamente notificado con, al menos con 10 días hábiles de anticipación a la Fecha de Cierre, el Agente de Garantías Chileno podrá, actuando en representación de la sociedad o las sociedades, o de el o los accionistas o socios que corresponda, suscribir los Contratos para la Transferencia, en ejercicio del Mandato Irrevocable que en la cláusula Octava del presente Contrato, Alsacia, Express, Panamerican, Camden y los otros Accionistas del Grupo le otorgan. No obstante lo anterior, cada uno de Alsacia, Express, Panamerican, Camden y la los Accionistas del Grupo deberá seguir cumpliendo con cada una de sus obligaciones en virtud del presente Acuerdo, especialmente aquellas especificadas en la cláusula sexta en el presente documento. In case the representatives of Alsacia, of any of the Guarantors or the Group Shareholders are not present for the signing of the Transfer Agreements after having been duly notified at least 10 business days prior to the Closing Date, the Chilean Collateral Trustee may, acting in representation of the company or the companies, or in representation of the relevant shareholder(s) or partner(s), sign...
Option Exercise Procedure
