Terms and Conditions of Exercise Sample Clauses

Terms and Conditions of Exercise. Each exercise and purchase of shares pursuant to the Option shall be subject to the following terms and conditions: (a) The Optionee shall have continuously remained a Director of the Company from the date of the Option Grant until the date of exercise, provided that, if the Optionee ceases to be a Director, for any cause other than death, the Optionee may purchase in whole or in part within three years after he ceases to be a Director the shares available to him on the date(s) of exercise, whether or not exercisable on the date of such cessation, provided that the termination date of this Option Grant shall not have occurred. (b) If the Optionee dies, then his legal representative or the person or persons to whom his rights under the Option shall pass by will or by the applicable laws of descent and distribution shall be entitled, within three years after the date of his death, to exercise the Option whether or not it was exercisable at the date of death, provided that the termination date of this option Grant shall not have occurred. (c) The Optionee shall hold the Option shares for investment and not with a view to, or for resale in connection with, any public distribution of such shares, and if requested, shall deliver to the Company appropriate certificates to that effect. This restriction shall terminate upon the registration of such shares under federal and state securities laws. (d) In the event that the Company, upon the advice of counsel, deems it necessary to list upon official note of issuance any shares to be issued pursuant to the Plan on a national securities exchange or to register under the Securities Act of 1933 or other applicable federal or state statute any shares to be issued pursuant to the Plan, or <PAGE> to qualify any such shares for exemption from registration requirements of the Securities Act of 1933 under the Rules and Regulations of the Securities and Exchange Commission or for similar exemption under state law, then the Company shall notify the Optionee to that effect and no Option Shares shall be issued until such registration, listing or exemption has been obtained. The Company shall make prompt application for any such registration, listing or exemption pursuant to federal or state law or rules of such securities exchange which it deems necessary and shall make reasonable efforts to cause such registration, listing or exemption to become and remain effective.
Sample 1
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Terms and Conditions of Exercise. (i) The Option shall have a term of ten years from the date hereof. (ii) The Option shall not be transferable, except by will or the laws of descent and distribution, provided that Optionee may at any time transfer all or a portion of the Option to members of his immediate family, trusts solely for the benefit of the Optionee and/or such family members and partnerships in which the Optionee, such family members and/or trusts are the only partners (each, a "Permitted Transferee" and, collectively, the "Permitted Transferees"). For this purpose, "immediate family" of a Person means the Person's spouse, parents, children, stepchildren and grandchildren and the spouses of such parents, children, stepchildren and grandchildren.
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Terms and Conditions of Exercise. Any Power of Appointment granted to a beneficiary may be exercised outright or in further trust, in such shares and on such terms and conditions as the holder may specify.
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Terms and Conditions of Exercise. (i) The Option shall have a term of ten years from the date hereof. (ii) The Company and certain of its stockholders are parties to a stockholders agreement (the "Stockholders Agreement") delivered pursuant to Sections 4.7 and 5.3 of each of the Class A Preferred Stock Purchase Agreement and the Common Stock Purchase Agreement, each dated as of October 15, 1993. For so long as the Stockholders Agreement shall be in effect, it shall be a condition precedent to the exercise of the Option by Optionee that Optionee execute and deliver a counterpart of the Stockholders Agreement as a result of which he shall be deemed to be a "Stockholder" thereunder and bound by all of the applicable provisions of the Stockholders Agreement. (iii) Upon the request of the Company's underwriters managing any underwritten public offering of the Common Stock, Optionee shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock acquired upon exercise of the Option for such period of time from the effective date of such offering as the Company or the underwriters may specify, but not to exceed 180 days. (iv) The Option shall not be transferable, except by will or the laws of descent and distribution, provided that Optionee may at any time transfer all or a portion of the Option to his spouse, any of his descendants or trusts for the benefit of Optionee, his spouse or his descendants, subject to all of the terms and conditions of the Option.
Sample 1
Terms and Conditions of Exercise. (i) The Option shall terminate on April 17, 2001. (ii) The Option shall not be transferable, except by will or the laws of descent and distribution, provided that Executive may at any time transfer all or a portion of the Option to his spouse, any of his descendants or trusts for the benefit of Executive, his spouse or his descendants, subject to all of the terms and conditions of the Option. (iii) Whenever the word "Executive" is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, personal representatives, or the person or persons to whom the Option may be transferred pursuant to clause (ii) of this Section 5, the word "Executive" shall be deemed to include such person or persons.
Sample 1
Terms and Conditions of Exercise. (a) The Option shall have a term expiring ten years from the date hereof. (b) The Option shall not be transferable, except by will or the laws of descent and distribution, provided that Optionee may at any time transfer all or a portion of the Option to members of his immediate family, trusts solely for the benefit of Optionee and/or such family members and partnerships in which the Optionee, such family members and/or trusts are the only partners (each, a "Permitted Transferee" and, collectively, the "Permitted Transferees"). For this purpose, "immediate family" of a Person or a Person's spouse means the Person's spouse, parents, children, stepchildren and grandchildren and spouses of such parents, children, stepchildren and grandchildren or trusts for the benefit of Optionee or such persons, subject to all of the terms and conditions of the Option.
Sample 1
Terms and Conditions of Exercise. Uninterrupted continuation of the employment relationship. In order to exercise the Options, the Participant must have continued without interruption in his or her employment relationship with one of the Terra Lycos Group companies from the Grant Date to the corresponding Exercise Date. Without prejudice to the foregoing, the Participant shall be entitled to exercise the Options when his or her employment relationship with one of the Terra Lycos Group companies has been suspended for one of the following reasons: a) Temporary disability recognised by the competent public health service. b) Maternity, risk during pregnancy and adoption and sheltering, on a pre-adoption or permanent basis, of those under six years old, in situations recognised by the competent public authorities in each case or in default thereof so considered by the Company on objective criteria. c) Leave granted by the corresponding Terra Lycos Group company to cover a position in another Terra Lycos Group company. d) Financial, technical and organisational reasons or force majeure. e) Any others to the extent that the corresponding Terra Lycos Group company continues to have obligations of an employment nature (or equivalent in other jurisdictions) to the Participant. f) Any other grounds similar or analogous to the above under which, in accordance with the purpose of the Program, the Terra Lycos Group wishes the Participant to maintain his or her right to exercise the Options.
Sample 1
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Terms and Conditions of Exercise. Uninterrupted continuation of the employment relationship. In order to exercise the Options, the Participant must have continued without interruption in his or her employment relationship with one of the Terra Lycos Group companies from the Grant Date to the corresponding Exercise Date; however, (x) in situations where Participants take approved leave of absence, vesting and exercisability of Options shall be governed by such policies and procedures as are determined in writing by the Board of Directors and (y) a Participant shall be entitled to exercise vested Options when his or her employment relationship with one of the Terra Lycos Group Companies has been terminated for one of the reasons detailed in Section 6(a)(ii) (in such instances, vested Options are exercisable until termination of the Option, as specified in such Section).
Sample 1

Related to Terms and Conditions of Exercise

  • Conditions of Exercise Unless otherwise determined by the Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options to purchase shares of such type of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day following such date, (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or, if the Grantee is a non-employee director of the Company, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company or a Subsidiary or service as a non-employee director, as applicable terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the Company, as applicable, and (iii) if the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. (d) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (e) The Grantee acknowledges and agrees that the Plan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Plan Administrator may determine are applicable thereto.

  • Terms and Conditions of Options The Options evidenced hereby are subject to the following terms and conditions:

  • Additional Terms and Conditions of Award NONTRANSFERABILITY OF SHARES. Prior to the date on which Shares subject to this Award vest pursuant to Section 3 hereof, such Shares may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such Shares shall be null and void.

  • Terms and Conditions of Use NASCAR shall have the right to use and sublicense PROMOTER’s Marks in connection with publicity, promotion or advertising of the Event and the NASCAR Sprint Cup Series, and the exploitation of Live Broadcast Rights and Ancillary Rights, provided, however, that NASCAR shall not, without the prior written consent of PROMOTER, use or sublicense the use of PROMOTER’s Marks on the branding of any retail package product, unless otherwise expressly permitted in this Agreement.

  • Terms and Conditions of Award The grant of Restricted Stock Units provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:

  • General Terms and Conditions of the Notes Section 201.

  • Terms and Conditions of Sale This Price List supersedes all previous price lists.

  • TERMS AND CONDITIONS OF SERVICE 3.1. Based on the received Letter of Application with a manuscript of a scientific and/or other text from the author (the Customer), the Contractor accepts the texts intended for publication in a printed mass media for editing on a paid basis. 3.2. The author (the Customer) who applies to the editorial office for the purpose of editing its scientific and/or other texts shall be obliged as follows: • Transfer its manuscript to the editorial board by sending the same to the official email address of the editorial board. • Based on the confirmation of a positive review and the invoice sent by the editorial board for payment for editing, prepress, electronic layout, publication on the journal's website, and archiving scientific and/or other texts, pay the cost of services within three (3) calendar days from the date of receipt of the invoice for payment for services. • At the request of the editorial board, provide information and perform any actions necessary and sufficient from the standpoint of the editorial board to perform the order. 3.3. The editorial board undertakes to render the services within 3 (three) months from the date of acceptance of the terms and conditions hereof and the Customer's payment for services hereunder. In exceptional cases, the term of performance of the terms and conditions hereof may be agreed with the author (the Customer) individually. 3.4. Services shall be considered rendered, and the terms and conditions hereof shall be considered performed at the time of the editor-in-chief's approval of the layout-original issue wherein the scientific and/or other text of the Customer is subject to publication.

  • Terms and Conditions of Payment Payments will be made to the Service Provider according to the payment schedule stated in the SCC. Unless otherwise stated in the SCC, the advance payment (Advance for Mobilization, Materials and Supplies) shall be made against the provision by the Service Provider of a bank guarantee for the same amount, and shall be valid for the period stated in the SCC. Any other payment shall be made after the conditions listed in the SCC for such payment have been met, and the Service Provider have submitted an invoice to the Procuring Entity specifying the amount due.

  • Terms and Conditions of Sales Shares shall be offered for sale only in those jurisdictions where they have been properly registered or are exempt from registration or for which appropriate notice filings have been made, and only to those groups of people which the Board may from time to time determine to be eligible to purchase such shares.

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