Common use of Payment of Purchase Price Upon Exercise Clause in Contracts

Payment of Purchase Price Upon Exercise. The Options granted under this Agreement may be exercised in whole or in part by Optionee delivering or mailing to the Company at its principal office, or such other place as the Company may designate, written notice of exercise in the form prescribed by the Committee, and duly signed by Optionee. Options may be exercised only for whole shares. Such exercise shall be effective upon (a) receipt of such written notice by the Company and (b) payment to the Company of the full purchase price in cash, in shares of Common Stock or, at the discretion of the Committee, any other form permitted under the Plan (including, to the extent permitted by the Committee, by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board). In the event Optionee desires to pay the exercise price with shares of Common Stock, Optionee shall deliver already-owned shares of Common Stock that either have been held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or were not acquired, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at fair market value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Committee at the time the option is exercised, shall include delivery to the Company of Optionee’s attestation of ownership of such shares of Common Stock in a form approved by the Committee. Notwithstanding the foregoing, the Options may not be exercised by tender to the Company of Common Stock to the extent such tender would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

Appears in 3 contracts

Samples: Stock Option Agreement (Longs Drug Stores Corp), Non Executive Long Term Incentive Plan Stock Option Agreement (Longs Drug Stores Corp), Stock Option Agreement (Longs Drug Stores Corp)

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Payment of Purchase Price Upon Exercise. The Options granted under this Agreement may be exercised in whole or in part by Optionee delivering or mailing to At the Company at its principal officetime of any exercise, or such other place as payment for the Company may designate, written notice of exercise in the form prescribed by the Committee, and duly signed by Optionee. Options may be exercised only for whole shares. Such exercise shall be effective upon (a) receipt of such written notice by the Company and (b) payment to the Company of the full purchase price in cash, in shares of Common Stock orpurchased pursuant to this Option shall be made in full, at in (i) cash, certified check or other immediately available funds for the discretion of aggregate exercise price for such Option Shares (ii) the Committee, any other form permitted under the Plan (including, to the extent permitted by the Committee, by means exchange of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board). In the event Optionee desires to pay the exercise price with shares number of Common Stock, Optionee shall deliver already-owned shares of Common Stock that either have been held for owned by the period required to avoid a charge to the Company’s reported earnings (generally six months) or were not acquired, directly or indirectly from the Company, that are owned Optionee free and clear of any liensall liens or encumbrances, claims, encumbrances or security interests, and that are valued at the fair market value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Committee which at the time the option of exercise is exercised, shall include delivery equal to the Company of Optionee’s attestation of ownership aggregate exercise price of such shares an accompanied by executed stock powers and other documents of Common Stock in a form approved transfer requested by the CommitteeCompany (iii) the relinquishment of options to purchase Option Shares which shall be deemed to have a value equal to the aggregate fair market value of the Option Shares issuable upon exercise thereof less the aggregate exercise price for those Option Shares, or (iv) a combination of (i), (ii) and (iii). Notwithstanding the foregoing, no fractional shares shall be accepted by the Options may not be exercised by tender Company with respect to the payment for shares of Common Stock purchased pursuant to this Option. If the Optionee fails to pay for any of the shares of Common Stock subject to this Option after notifying the Company of the Optionee's exercise pursuant to Section 4.2 above, the Optionee's right to purchase Option Shares may be terminated by the Company. The date specified in the Optionee's notice as the Date of Exercise shall be deemed the Date of Exercise of the Option, if payment in full for the Common Stock to the extent be purchased upon such tender would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stockexercise shall be received by such date.

Appears in 1 contract

Samples: Stock Option Agreement (U S Liquids Inc)

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Payment of Purchase Price Upon Exercise. The Options granted under this Agreement may Payment or provision for payment shall be exercised in whole or in part by made as follows: (i) Optionee delivering or mailing shall deliver to the Company at its principal office, or such other place as the Company may designate, written notice of exercise address set forth in the form prescribed by the Committee, and duly signed by Optionee. Options may be exercised only for whole shares. Such exercise shall be effective upon (a) receipt of such written notice by the Company and (b) payment paragraph 7 United States currency in an amount equal to the Company aggregate purchase price of the full purchase price in cash, in shares of Common Stock as to which such exercise relates; or, at the discretion of the Committee, any other form permitted under the Plan (including, to the extent permitted by the Committee, by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board). In the event Optionee desires to pay the exercise price with shares of Common Stock, ii) Optionee shall deliver already-owned shares of Common Stock that either have been held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or were not acquired, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at fair market value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Committee at the time the option is exercised, shall include delivery to the Company of Optionee’s attestation of ownership of such shares of Common Stock in a form approved by the Committee. Notwithstanding the foregoing, the Options may not be exercised by tender to the Company shares of Common common stock already owned by Optionee that, together with any cash tendered therewith, have an aggregate fair market value as of the date the notice set forth in paragraph 7 is received by the Company) equal to the aggregate purchase price of the shares of Stock as to which such exercise relates; or (iii) Optionee shall deliver to the Company an exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate purchase price of the shares of Stock as to which such exercise relates and to sell the shares of Stock to be issued upon exercise of the option and deliver the cash proceeds, less commissions and brokerage fees to Optionee or to deliver the remaining shares of Stock to the extent such tender would constitute a violation option holder. Notwithstanding the foregoing provisions, the Company may, in processing any purported exercise of all or any portion of the provisions option, refuse to recognize the method of any lawexercise selected by the option holder (other than the method of exercise set forth in subparagraph 2 (c) (i) if the Company determines, regulation in its sole discretion, that such method of exercise would have an adverse tax, accounting or agreement restricting other effect on the redemption Company or if, in the opinion of counsel to the Company, such method would not be in full compliance with all applicable laws and regulations, including, but not limited to, subjecting the holder to liability under Section 16 of the Company’s stockSecurities Exchange Act of 1934, as amended, if applicable.

Appears in 1 contract

Samples: Option Agreement (Precision Auto Care Inc)

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