Payment in Common Stock. Subject to approval by the Company, the Optionee may elect to have the minimum tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Common Stock to be issued a number of shares of Common Stock with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due or (ii) transferring to the Company shares of Common Stock owned by the Optionee with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. The Fair Market Value of any shares of Common Stock withheld or tendered to satisfy any such tax withholding obligation shall not exceed the amount determined by the applicable minimum statutory withholding rates.
Payment in Common Stock. Notwithstanding the provisions of Section A of this Article III, (i) any dividend payment (such payment, a "Non-Arrearage Payment") made in full on the first Dividend Payment Date on which such payment is due (without taking into account the proviso to the second sentence of Section A of this Article III in determining the first Dividend Payment Date on which such payment is due) and (ii) any payment (such payment, an "Arrearage Payment") made at any time prior to the second anniversary of the original issuance of the Series A Preferred Stock in respect of any Arrearage, may be made in the form of shares of Common Stock; provided that:
(i) the Common Stock is then validly listed for trading on the NYSE or other national securities exchange or quoted on a nationally recognized quotation system;
(ii) such shares of Common Stock have been duly authorized and when issued in connection with such payment, will be validly issued, fully paid and non-assessable;
(iii) the issuance of such shares of Common Stock in satisfaction of such payment does not: (a) violate any provision of the Certificate of Incorporation or the Bylaws; (b) give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the Certificate of Incorporation or the Bylaws or any agreement or instrument applicable to the Corporation or any of its Subsidiaries; (c) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound (assuming for the purpose of this clause (c) that all conditions precedent to the conversion of Series A Preferred Stock have been satisfied and that all outstanding shares of the Seri...
Payment in Common Stock. Your Option may be exercised by the delivery of unencumbered shares of Common Stock already owned by you for at least six months (either by actual delivery of the shares or by providing an affidavit affirming ownership of the shares in form and manner approved by the Committee). The shares will be valued at their fair market value on the date of exercise as provided in the Plan. The stock certificates for the shares you deliver in payment of the exercise price must be duly endorsed or accompanied by appropriate stock powers. Only stock certificates issued solely in your name or jointly in your and your spouse’s name may be delivered. Only whole shares may be delivered. Any portion of the exercise price in excess of the fair market value of a whole number of shares must be paid in cash. If a certificate delivered in exercise of your Option evidences more shares than are needed to pay the exercise price, an appropriate replacement certificate will be issued to you for the excess shares.
Payment in Common Stock. (a) In lieu of making any payment of principal or interest required or permitted to be made under the Notes (including without limitation pursuant to Section 2.4 but other than as a result of acceleration pursuant to Sections 5.5 and 5.6), the Borrower may elect to satisfy any such payment (in the order of priority set forth in Section 2.6) by the issuance to the Investors of shares of Common Stock registered for issuance under the Securities Act of 1933 (a “Share Issuance”) so long as it complies with each of the following conditions:
Payment in Common Stock. In the event any Losses are payable by the Company to any Purchaser Indemnified Party hereunder, upon written notice to the Company, such Purchaser Indemnified Party shall be entitled to receive, in lieu of payment in cash, payment of such Losses in the form of shares of Common Stock. The number of shares of Common Stock to be issued to such Purchaser Indemnified Party hereunder shall be determined by dividing the total amount of the applicable indemnifiable Losses by the average of the Volume Weighted Average Stock Price over the 30 consecutive trading days immediately prior to the Determination Date. If the Volume Weighted Average Price cannot be calculated due to the absence of a trading market in the Common Stock, the number of shares issuable shall be determined by dividing the total amount of the applicable indemnifiable Losses by the Fair Market Value of the Common Stock on the Determination Date.
Payment in Common Stock. If the Company is subject to the reporting requirements of the Exchange Act and the Common Stock is publicly traded at the time of your exercise, your Option may be exercised by the delivery of shares of Common Stock which you have owned for at least six months. Such shares will be valued at their Fair Market Value (as defined in the Plan) at the close of trading on the date of exercise. The stock certificates for the shares you deliver in payment of the exercise price must be duly endorsed or accompanied by appropriate stock powers. Only stock certificates issued solely in your name may be delivered. Only whole shares may be delivered. Any portion of the exercise price in excess of the fair market value of a whole number of shares must be paid in cash. If a certificate delivered in exercise of your Option evidences more shares than are needed to pay the exercise price, an appropriate replacement certificate will be issued to you for the excess shares.
Payment in Common Stock. In accordance with the demand in Section (a) above, such Purchaser may request that the payment be made in whole or in part in Common Stock, at a conversion price of $0.07 per share, to the extent the Company has sufficient Common Stock available for issuance.
Payment in Common Stock. In the event of a Change of Control of the ----------------------- type described in clause (A) of the definition of Change of Control, at the election of the Company all or any portion of such purchase price may be paid in Common Stock (valued as set forth in Exhibit A), provided the Company has ensured that the Common Stock paid in exchange for this Warrant (including any securities issued in respect of such Common Stock in the Change of Control) shall be freely tradable on a national stock exchange or the Nasdaq National Market by the holder pursuant to an effective registration statement under the Securities Act, or pursuant to Rule 144 or Rule 145 under the Securities Act without volume restrictions under applicable securities laws or under contract. Except as set forth in the foregoing sentence, the Company may pay the purchase price for the exchange of this warrant in Common Stock only with the written consent of the holder hereof.
Payment in Common Stock. In lieu of the Issuer making payments of ----------------------- principal and/or interest due on the Notes in cash, the Issuer may, in connection with any such payment, elect to make such payment by the delivering to the Holder a written notice of repayment with Common Stock (a "Common Stock Repayment Notice") together with a certificate or certificates representing a number of shares of Common Stock equal to the product of (i) the aggregate amount of principal and/or interest which the Issuer is electing to pay in shares of Common Stock (which amount shall be set forth in the Common Stock Repayment Notice) multiplied by (ii) a fraction, the numerator of which is one (1), and the denominator of which is the Fair Market Value (as hereinafter defined) per share of the Common Stock at the time of the delivery of the Repayment Common Stock Notice to the Holder. As used herein, "Fair Market Value" shall mean (x) if the Common Stock is listed on a national securities exchange registered under the Securities Exchange Act of 1934, a price equal to the closing sales price for the Common Stock on such exchange for the trading day immediately preceding the time of the delivery of the Repayment Common Stock Notice to the Holder and (y) if not so listed, and the Common Stock is quoted on NASDAQ, a price equal to the closing sales price for the Common Stock quoted on such system for the trading day immediately preceding the time of the delivery of the Repayment Common Stock Notice to the Holder.
Payment in Common Stock. The Company shall have the right to pay for the Offered Securities, at its sole option, in shares of Class B Common Stock of IDTC, with such Class B Common Stock of IDTC to be registered under the Securities Act not later than 180 days from the date of issuance thereof, and valued as set forth in Section 7C(d) of the Certificate of Designation with respect to the Series B Preferred Stock. The Company shall use its commercially reasonable efforts to cause the registration contemplated by the immediately preceding sentence to be completed as promptly as practicable. If the Company elects to make payment in shares of Class B Common Stock of IDTC, the Company shall pay to the Transferring Entity an additional amount in cash equal to the applicable purchase price contemplated by subsection (f) above times 11.5 % per annum compounding daily for the period from the date of issuance of such shares of Class B Common Stock of IDTC until such registration is completed.
