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.
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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.
Sample 1

Related to Payment and Other Conditions

  • Rent and Other Payments This paragraph contains detailed commercial terms. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

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

  • Fire and Other Casualty Tenant shall immediately notify Landlord of any fire or other casualty at the Premises. If the Premises is damaged by fire or other casualty, but not so as to render the Premises untenantable, the Landlord shall repair the same as speedily as practicable, but the Tenant’s obligation to pay the rent hereunder shall not cease. If, in the opinion of the Landlord, the Premises be so extensively and substantially damaged as to render it untenantable, then the rent shall cease until such time as the Premises shall be made tenantable by the Landlord. However, if, in the opinion of the Landlord, the Premises be totally destroyed or so extensively and substantially damaged as to require practically a rebuilding thereof, then Landlord shall either: (a) notify Tenant that the Lease is terminated; or (b) notify Tenant that Landlord intends to rebuild the Premises, in which case, rent shall be abated from the date of the fire or other casualty until issuance of a certificate of occupancy for the Premises, during which time Tenant may terminate this Lease by written notice to Landlord. In no event however, shall the provisions of this clause become effective or be applicable, if the fire or other casualty results from the carelessness, negligence or improper conduct of the Tenant or the Tenant’s agents, employees, guests, contractors, licensees, invitees, subtenants, assignees or successors. In such case, the Tenant’s liability for the payment of the rent and the performance of all the covenants, conditions and terms hereof on the Tenant’s part to be performed shall continue and the Tenant shall be liable to the Landlord for the damage and loss suffered by the Landlord. Tenant shall repair all damages caused to the Premises by vandalism or burglary.

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 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 13 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 and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000 and do not extend for more than one 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 Company’s acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) 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.

  • Fees and Other Charges (a) The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

  • Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services). (b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser’s possession relating to the Funds. (c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust’s registration statement (and any supplement thereto) and the Fund’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust’s registration statement and the Fund’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects. (d) Subadviser will vote the Fund’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.

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