Payment and Other Conditions Sample Clauses

Payment and Other Conditions. On the exercise of any Option, the written notice described in Section 4.2 must be accompanied by a check payable to the Company, in the amount of the Exercise Price of all Option Shares purchased pursuant to such exercise of the Options and an amount equal to the federal, state and local taxes, if any, required to be withheld as a result of such exercise. At Optionee's written election delivered as part of the written notice described in Section 4.2, all or any portion of the Exercise Price and applicable taxes due to the Company may be paid by reducing the number of Option Shares issued upon such exercise by the number of whole Option Shares having a fair market value, as determined by the Board, on the date of exercise most nearly equal to (but not in excess of) the amount due to the Company, and any remaining balance shall be paid by check. Upon the request of the Company, the Optionee shall return this Stock Option Agreement to the Company and the Company may endorse thereon a notation of the exercise and return this Stock Option Agreement to the Optionee.
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Payment and Other Conditions. On the exercise of any Option, the written notice described in Section 4.2 must be accompanied by a check payable to the Company, in the amount of the Exercise Price of all Option Shares purchased pursuant to such exercise of the Options and an amount equal to the federal, state and local taxes, if any, required to be withheld as a result of such exercise. At Optionee's written election delivered as part of the written notice described in Section 4.2, all or any portion of the Exercise Price and applicable withholding taxes payable by the Company may be paid by reducing the number of Option Shares issued upon such exercise by the number of whole Option Shares having a fair market value, as determined by the Board in good faith (or, if the Common Stock is then trading on a established public market, as determined pursuant to the following sentence), on the date of exercise most nearly equal to (but not in excess of) the amount due to the Company, and any remaining balance shall be paid by check. If the Common Stock is traded on an established public market, the fair market value of the Option Shares shall be the average closing price of the Common Stock during the ten consecutive trading days preceding the date of exercise on the principal market on which the Common Stock is traded. Upon the request of the Company, the Optionee shall return this Stock Option Agreement to the Company and the Company may endorse thereon a notation of the exercise and return this Stock Option Agreement to the Optionee. Also, as an express condition to the exercise of any option, Optionee shall first execute the Shareholder Agreement dated April 1, 1996 by and between the Company and its various shareholders, and agree to be bound as a "Plan Shareholder" by the provisions therein.
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Payment and Other Conditions. The notice described in Section 4.2 shall be accompanied by payment of the entire Exercise Price of the Option Shares being purchased. Payment may be made paid in cash, by the surrender of a whole number of Shares (free of all adverse claims and duly endorsed in blank by Optionee or accompanied by stock powers duly endorsed in blank) having a fair market value on the date of exercise equal to the Exercise Price, or by the surrender of the unexercised, vested portion of the Option as to which the Spread (as hereinafter defined) is equal to the exercise price, or any combination of the foregoing. "Spread" means the fair market value on the date of exercise of the underlying Shares less the Exercise Price. For purposes of this section, the Board in its sole discretion shall determine fair market value. In addition to payment of the option price, if applicable, the Optionee shall also pay, or make arrangement satisfactory to the Board for the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to any amount that is includible in the Optionee's income as a result of exercising the Option. With the consent of the Board, payment of the applicable withholding taxes, if any, may be made by tendering previously acquired shares of Common Stock with a fair market value, as determined by the Board in its sole discretion, equal to the minimum amount of the withholding tax required to be withheld. 4.4
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Payment and Other Conditions. Prior to the issuance of any stock certificates evidencing the shares of Common Stock in respect to which the Performance Option shall have been exercised, you shall have paid to the Company the aggregate Option Price for all Option Shares for which the Performance Option is then exercised either (a) in cash (including check, bank draft or money order) or, in the discretion of the Board, by delivery of a promissory note (if in accordance with policies approved by the Board) or in shares of Common Stock already owned by you or any combination of cash and shares of Common Stock or (b) through a "cashless exercise" whereby the Company shall retain a number of Option Shares for which the Performance Option shall have been exercised the Fair Market Value of which is equal to the Option Price and shall issue to you certificates representing the remaining shares of Common Stock. In addition, the Company shall withhold from such exercise the number of shares of Common Stock necessary to equal the federal, state and local taxes, if any, required to be withheld or paid by the Company as a result of such exercise.
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Payment and Other Conditions. Prior to the issuance to the Optionee of any stock certificates evidencing shares of Common Stock in respect of which the Option shall have been exercised, the Optionee shall have paid to Holdings the aggregate exercise price for all shares of Common Stock for which the Option is then exercised in cash or in shares of Common Stock already owned by the Optionee with a fair market value on the date of exercise equal to the aggregate exercise price or any combination of cash and shares. In addition, the Optionee shall pay to Holdings an amount in cash equal to the federal, state and local taxes, if any, required to be withheld or paid by Holdings as a result of such exercise.
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Related to Payment and Other Conditions

  • Financial and Other Covenants Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

  • Impositions and Other Claims Each Borrower shall pay and discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges levied upon it, its income and its assets and the Properties prior to delinquency, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. Each Borrower shall file or cause to be filed all federal, state and local tax returns and other reports that it or its subsidiaries are required by law to file. If any law or regulation applicable to Lender, any Note, any of the Mortgage Loan Collateral Properties or any of the Mortgages is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the Mortgages, the Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. If in the opinion of Lender’s counsel it might be unlawful to require Borrower to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Law, Lender may elect to declare all of the Indebtedness to be due and payable 90 days from the giving of written notice by Lender to Borrower.

  • Fire and Other Casualty In the event that at any time during the term hereof (including any extended term) the Leased Premises are totally damaged or destroyed by fire or other casualty or substantially damaged so as to render them or a material portion thereof untenantable, then there shall be a just and proportionate abatement of the Rent payable hereunder until the Leased Premises are made suitable for Tenant’s occupancy, and the Lease Term shall be extended, without the necessity of further action by any party, for a period equal to the time during which Rent so abated. In the event of such substantial (or total) damage to the Leased Premises, Landlord shall proceed at its expense and with reasonable diligence to repair and restore the Leased Premises to substantially the same condition they were in immediately prior to such casualty. Notwithstanding the foregoing, if Landlord in its sole discretion determines that timely restoration is not possible or practical or that there are or will be insufficient insurance proceeds available to Landlord to accomplish same, then Landlord shall have the right to terminate this Lease by written notice given to Tenant within ninety (90) days after the occurrence of such casualty. If Landlord proceeds with the repair and restoration of the Leased Premises, in the event the Leased Premises have not been restored to a condition substantially suitable for their intended purpose within one hundred eighty (180) days following said casualty, then either Landlord or Tenant shall have the right to terminate this Lease by giving notice thereof to the other party within thirty (30) days after the expiration of such period (as so extended) provided that such restoration is not completed within such period. This Lease shall cease and come to an end without further liability or obligation on the part of either party thirty (30) days after such giving of notice unless within such thirty-day period Landlord substantially completes such restoration. Such right of termination shall be Tenant’s sole and exclusive remedy at law or in equity for Landlord’s failure so to complete such restoration, and time shall be of the essence with respect thereto.

  • Adjustments and Other Rights The Exercise Price and the Warrant Share Number shall be subject to adjustment from time to time as follows; provided that if more than one subsection of this Section 12 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 12 so as to result in duplication:

  • Administrative and Other Fees The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.

  • Debt and Other Obligations Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively herein as the “Obligations.”

  • Contracts and Other Commitments The Company does not have any contract, agreement, lease, commitment or proposed transaction, written or oral, absolute or contingent, other than (i) individual contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not, in the aggregate, involve more than $50,000, and do not extend for more than one (1) year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company's business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the acquisition or disposition of the Company's technology, shall not be considered to be contracts entered into in the ordinary course of business.

  • Code and Other Remedies If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

  • Insurance and Other Matters If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policies.

  • Fees and Other Charges (a) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.25% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.

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