SAR EXERCISE RIGHTS Sample Clauses

SAR EXERCISE RIGHTS. (a) Subject to the provisions of Section 3.14 hereof which limits the rights of SAR Holders to exercise SAR Exercise Rights, each SAR Holder shall have the right according to the procedures set out below to exercise the payment right of each vested SAR (the "SAR EXERCISE RIGHT") at any time after the first anniversary of the Contribution Closing (the "FIRST EXERCISE DATE") and prior to the Exercise Expiration Date applicable to such SAR Holder, to require Holdings to pay to such SAR Holder an amount in cash equal to the product of (x) the Final Exercise Price with respect to such SAR less the SAR Strike Price of such SAR and (y) the number of units which such SAR represents, in full satisfaction of all rights of the SAR Holder in respect thereof; PROVIDED that (i) each SAR Holder may exercise the SAR Exercise Right of all such SAR Holder's SARs only once, subject to Section 3.20(b) hereof permitting cancellation of certain exercises of SAR Exercise Rights, and must exercise the SAR Exercise Rights of all of its SARs at the same time, (ii) if a proposed exercise of a SAR Exercise Right is canceled pursuant to Section 3.20(b) such exercise shall not be counted as an exercise of the SAR Exercise Right for any purposes hereof, (iii) if a Drag-Along Notice is delivered in accordance with the provisions of Section 4.02, each SAR Holder who has not theretofore exercised (or been deemed to have exercised) his SAR Exercise Right shall be deemed to have delivered a SAR Exercise Notice on the date of delivery of the Drag-Along Notice and, if on or prior to the Decision Date applicable to such deemed delivery, a SAR Holder cancels such exercise of the SAR Exercise Right, such SAR Holder may not exercise its SAR Exercise Right until 120 days after such Decision Date or (iv) after a SAR Holder has delivered a Tag-Along Acceptance Notice in accordance with Section 4.01 hereof, the SAR Holder shall be deemed to have waived his SAR Exercise Right with respect to all SARs covered by the Tag-Along Acceptance Notice, unless such SARs are not purchased in the Tag-Along Sale in accordance with the terms of Section 4.01 within 120 days after the date the Tag-Along Notice is delivered. (b) If any SARs of a SAR Holder are subject to a pledge or other security interest and the pledgee commences the exercise of foreclosure with respect to such pledge or other security interest, such SAR Holder's SAR Exercise Right shall, on the date on which such foreclosure is commenced, be deemed ...
Sample 1
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SAR EXERCISE RIGHTS. Grantee shall have the right to surrender all or a portion of this Option in exchange for cash payments under this Section 10 starting on the fourth anniversary of the Date of Xxxxx. The Grantee's rights under this Section 10 shall apply to that number of Option Shares indicated in the schedule set forth below: Surrender Date Option Shares -------------- ------------- Fourth Anniversary 250,000 Fifth Anniversary 500,000 Sixth Anniversary 750,000 Seventh Anniversary 1,000,000
Sample 1
SAR EXERCISE RIGHTS. Grantee shall have the right to surrender all or a portion of this Option in exchange for cash payments under this Section 10 starting on the fourth anniversary of the Date of Grant. The Grantee's righxx xnder this Section 10 shall apply to that number of Option Shares indicated in the schedule set forth below: Surrender Date Option Shares -------------- ------------- Fourth Anniversary 500,000 Fifth Anniversary 1,000,000 Sixth Anniversary 1,500,000 Seventh Anniversary 2,000,000 The Grantee's right to surrender any portion of this Option in exchange for a cash payment under this Section 10 shall terminate as of the date of the Company's receipt of the proceeds of the initial underwritten public offering of the Company's Stock.
Sample 1

Related to SAR EXERCISE RIGHTS

  • Failure to Exercise Rights No delay in exercising, or omission to exercise, any right, power or remedy accruing to either party under the Trust Fund Grant Agreement upon any default shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence in such default. No action of such party in respect of any default, or any acquiescence by it in any default, shall affect or impair any right, power or remedy of such party in respect of any other or subsequent default.

  • Exercise Rights The Holder will have the right to exercise this Warrant to purchase shares of Common Stock as set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Debt Settlement Agreement dated August 11, 2017 between the Company and the Holder (the “Agreement”).

  • Right of Exercise Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Common Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

  • Exercise a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

  • Full Exercise This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of subscription attached as Exhibit A hereto (the "Subscription Form") duly executed by such Holder and surrender of the original Warrant within seven (7) days of exercise, to the Company at its principal office or at the office of its Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect.

  • Right to Exercise This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.

  • Who May Exercise Subject to the terms and conditions set forth in Sections 3 and 4 above, during the lifetime of the Participant, the Stock Option may be exercised only by the Participant, or by the Participant’s guardian or personal or legal representative. If the Participant’s Termination of Service is due to his death prior to the dates specified in Section 4.a. hereof, and the Participant has not exercised the Stock Option as to the maximum number of vested Optioned Shares as set forth in Section 3 hereof as of the date of death, the following persons may exercise the exercisable portion of the Stock Option on behalf of the Participant at any time prior to the earliest of the dates specified in Section 4.a. hereof: the personal representative of his estate, or the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the death of the Participant; provided that the Stock Option shall remain subject to the other terms of this Agreement, the Plan, and Applicable Laws, rules, and regulations.

  • Procedure for Exercise of Warrant Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased.

  • Maximum Exercise The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would result in the issuance of more than 4.99

  • Method of Exercise Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

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