Stock Payment Option Sample Clauses

Stock Payment Option. (a) In the event that the Company fails to make a Waiver Payment on the date on which such payment is due, the Purchaser may at any time thereafter, in lieu of delivering a Termination Notice to the Company, convert the amount of such Waiver Payment into Common Stock (the "Stock Payment Option"). In order to exercise the Stock Payment Option, the Purchaser must deliver a written notice to the Company (a "Stock Payment Notice") stating its intention to do so. Following delivery of the Stock Payment Notice, the Purchaser shall have the right, at any time and from time to time during the period of sixty (60) Trading Days following the date of the Stock Payment Notice, to convert all or a portion of such Waiver Payment into shares of Common Stock (the "Stock Option Shares") by delivering to the Company, prior to 7:00 p.m., eastern time, on each day on which the Purchaser wishes to convert a Waiver Payment (or portion thereof), a written notice to such effect (a "Waiver Payment Conversion Notice"). The number of Stock Option Shares issuable to the Purchaser upon each such conversion shall be determined by dividing the amount of such Waiver Payment being converted by the lower of (i) the Applicable VWAP (as defined below) and (ii) the Conversion Price then in effect. Each Waiver Payment Conversion Notice must specify the amount of the Waiver Payment (including any default interest) being converted, the Applicable VWAP, and the number of Stock Option Shares issuable to the Purchaser. Upon delivery of a Waiver Payment Conversion Notice, the Company shall deliver to the Purchaser, no later than the close of business on the fifth (5th) Business Day following the date of the Waiver Payment Conversion Notice, the number of Stock Option Shares specified therein in accordance with the delivery procedures described in Section 3(d) of the Debenture. The Purchaser may rescind a Stock Payment Notice at any time with respect to the unconverted portion of a Waiver Payment in the event of a breach of this Agreement, the Securities Purchase Agreement or the Debenture (other than any breach that is expressly waived pursuant to this Agreement), in which case the Purchaser shall regain the right, in its sole discretion and exercisable at any time, either to deliver a replacement Stock Payment Notice with respect to such Waiver Payment or to deliver a Termination Notice. If any issuance of Stock Option Shares would create a fractional share, such fractional share shall be disregard...

Stock Payment Option. The Executive will have the option of receiving some or all of the Base Salary and/or any bonus payable under in cash or in shares of the Company’s common stock, with the stock portion being based on the higher of (a) the closing sales price per share on the trading day immediately preceding the determination by the Executive to accept shares in lieu of cash, if the shares (for example, if the Executive provides notice of his intent to exercise the Stock Option on April 10th, the closing sales price per share on April 9th (assuming it is a trading day) would be the price used for (a)); and (b) the lowest price at which such issuance will not require shareholder approval under the exchange where the Company’s common stock is then listed or Nasdaq ((a) or (b) as applicable, the “Share Price” and the “Stock Option”), provided that the Executive shall be required to provide the Company at least five business days prior written notice if he desires to exercise the Stock Option as to any payment of compensation due hereunder, unless such time period is waived by the Company. The issuance of the shares described above shall be, where applicable, subject to the approval of the exchange where the Company’s common stock is then listed or Nasdaq, and where applicable, shareholder approval, and in the sole discretion of the Board of Directors, may be issued under, or outside of, a shareholder approved stock plan.

Stock Payment Option. (i) Notwithstanding Section 8.3(c), on each of the first four annual anniversary dates of this Agreement Provider may elect to receive restricted stock of the Company with a Market Price on the annual anniversary date in question equal to twelve and one-half percent of the Practice Valuation. Dentist(s) electing to receive Company stock pursuant to this paragraph must give written notice to the Company of the Dentist(s) election to receive Company stock at least thirty days prior to the annual anniversary date in question. Any stock certificates issued to Provider pursuant to this Section 8.3(c) shall bear on their face a legend indicating the restrictions imposed by this Agreement. (ii) Should the Provider elect the option described under Section 8.3(c)(i) on the five (5) year anniversary date of this Agreement, then the Final Cash Purchase Payment will be reduced by an amount equal to twelve and one-half percent (12.5%) of the Practice Valuation for each time that Provider elected to received Company stock on an annual anniversary of this Agreement and the provisions of Section 8.3(c)(i), as applicable, shall otherwise remain unaltered. For example, if the Practice Valuation was $1,000,000 and the Provider elected to receive Company stock on the first and third anniversary dates of this Agreement, then the Final Cash Purchase Payment would be reduced to $250,000. (iii) Should the Provider elect the option described under Section 8.3(c)(ii) or 8.3(c)(iii), on the five (5) year anniversary date of this Agreement, then any Company stock that was issued to Provider pursuant to Section 8.3(d)(1) shall be returned to the Company for cancellation and the provisions of either Section 8.3(c)(ii) or 8.3(c)(iii), as selected by Provider, shall otherwise remain unaltered. (iiii) The Provider electing to receive Company stock under this Agreement is deemed to make the representations and warranties set forth in Appendix 5 on each occasion that Provider gives written notice of its election to acquire Company stock hereunder.

Stock Payment Option. At the option of Payee, Royalty Payments -------------------- may be made in restricted shares of common stock, $.01 par value, of Penn Octane Corporation, a Delaware corporation ("POC") at a value equal to eighty percent (80%) of the market price per share quoted by NASDAQ on the last day of Payor's fiscal quarter for which each Royalty Payment is due; provided, however, that, whichever election Xxxxxxxxx Holdings, Inc., a California corporation ("ZHI"), makes with respect to the receipt of cash or stock under that certain Convertible Debenture issued by POC in favor of ZHI of even date herewith, such election shall be applicable to the form of additional Royalty Payments hereunder; provided, further, however, that in the event Payee assigns this Royalty Note to an individual or entity, other than XXX, Xxxxxxx X. Xxxxxxxxx ("Xxxxxxxxx") or an affiliate thereof, such entity shall have no right to receive stock in lieu of cash under this Royalty Note, but under such circumstance, Payor shall have the option, but not the obligation, to pay Royalty Payments

Stock Payment Option. Seller shall have the option to receive a portion of the Purchase Price in the form of up to 50,000 unregistered shares of Common Stock of Purchaser, par value $0.05 (the “Transcend Stock”), by delivery of a written notice to Purchaser within ten (10) days prior to the Closing Date stating what portion of the Purchase Price it is electing to receive in the form of the Transcend Stock. The per share value of the Transcend Stock shall be the average closing price of the Transcend Stock as reported on the NASDAQ for the ten (10) consecutive trading days ending on the day prior to the Closing Date. Within thirty (30) days after the Closing Date, Purchaser shall issue and deliver to Seller a certificate, registered in the name of Seller, representing the number of shares of Transcend Stock elected by Seller to be received as a portion of the Purchase Price in lieu of cash. In connection with any stock issuance hereunder, Purchaser shall not be required to issue any fractional shares. All fractional shares shall be rounded to the nearest whole number of shares of the Transcend Stock. Purchaser shall be required to include the Transcend Stock in the next registration statement filed with the Securities and Exchange Commission by the Company.

Stock Payment Option. The term “Stock Payment Option” shall mean Ford’s option to satisfy all or a portion of its payment obligation under New Note B by delivering shares of Ford common stock as set forth in Section 2(c) of New Note B, subject to the terms and conditions specified in New Note B.

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Dividend Equivalent Rights In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.
Payment Options The exercise price shall be paid by one or any combination of the following forms of payment that are applicable to this option, as indicated on the cover page hereof: (i) by check payable to the order of the Company; or (ii) delivery of an irrevocable and unconditional undertaking, satisfactory in form and substance to the Company, by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Optionee to the Company of a copy of irrevocable and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; or (iii) subject to Section 7(b) below, if the Common Stock is then traded on a national securities exchange or on the Nasdaq National Market (or successor trading system), by delivery of shares of Common Stock having a fair market value equal as of the date of exercise to the option price. In the case of (iii) above, fair market value as of the date of exercise shall be determined as of the last business day for which such prices or quotes are available prior to the date of exercise and shall mean (i) the last reported sale price (on that date) of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market (or successor trading system), if the Common Stock is not then traded on a national securities exchange.
Dividend Equivalent Payments Until your RSUs convert to Shares, if MSCI pays a dividend on Shares, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held Shares for your vested and unvested RSUs immediately prior to the record date. No dividend equivalents will be paid to you with respect to any canceled or forfeited RSUs. MSCI will decide on the form of payment and may pay dividend equivalents in Shares, in cash or in a combination thereof, unless otherwise provided in Exhibit C. MSCI will pay the dividend equivalent when it pays the corresponding dividend on its common stock or on the next regularly scheduled payroll date. The gross amount of any dividend equivalents paid to you with respect to RSUs that do not vest and convert to Shares shall be subject to potential recoupment or payback (such recoupment or payback of dividend equivalents, the “Clawback”) following the cancellation or forfeiture of the underlying RSUs. You consent to the Company’s implementation and enforcement of the Clawback and expressly agree that MSCI may take such actions as are necessary to effectuate the Clawback consistent with applicable law. If, within a reasonable period, you do not tender repayment of the dividend equivalents in response to demand for repayment, MSCI may seek a court order against you or take any other actions as are necessary to effectuate the Clawback.
Dividend Equivalent Units On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the total number of Restricted Stock Units and Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.
Dividend Equivalents Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.
Payment of Restricted Stock Units (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the Code).
Award Distribution In the event Lessor accepts Lessee's offer to purchase the Leased Property, or to substitute a new property for the Leased Property, as described in clause (b) of Section 15.4, the entire Award shall belong to Lessee provided no event of default is continuing and Lessor agrees to assign to Lessee all of its rights thereto. In any other event, the entire Award shall belong to and be paid to Lessor, except that, if this Lease is terminated, and subject to the rights of the Facility Mortgagee, Lessee shall be entitled to receive from the Award, if and to the extent such Award specifically includes such items, the following: (a) A sum attributable to the Capital Additions for which Lessee would be entitled to reimbursement at the end of the Term pursuant to the provisions of Section 10.2(c) and the value, if any, of the leasehold interest of Lessee under this Lease; and (b) A sum attributable to Lessee's Personal Property and any reasonable removal and relocation costs included in the Award. If Lessee is required or elects to restore the Facility, Lessor agrees that, subject to the rights of the Facility Mortgagees, its portion of the Award shall be used for such restoration and it shall hold such portion of the Award in trust, for application to the cost of the restoration.
Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.
Performance Share Award If your Award includes a Performance Share Award, and you voluntarily terminate your employment prior to the end of the Performance Period, you will forfeit your entire Performance Share Award.
Performance Shares Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 3.

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