The Option; Exercise; Adjustments; Note Payment Sample Clauses

The Option; Exercise; Adjustments; Note Payment. (a) Subject to the terms and conditions hereof, Stockholder here- by grants to Purchaser an irrevocable option (the "Option") to purchase the Stockholder Shares at a purchase price of $28.00 per Share (the "Purchase Price"). Subject to the terms and conditions hereof, the Option may be exercised by Purchaser at any time after the date hereof and prior to the termination of the Option in accordance with the terms of this Agreement. (b) In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to Stockholder and OPUBCO (the "Stock Exercise Notice") specifying a date (subject to the HSR Act (as defined below), not later than 20 business days and not earlier than the next business day following the date such notice is given) for the closing of such purchase. In the event of any change in the number of issued and outstanding Shares by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Stockholder Shares subject to this Agreement and this Option and the Purchase Price shall be appropriately adjusted. For purposes of this Agreement, Stockholder Shares shall include any distributions of securities, cash, property or other assets or rights in respect of such Stockholder Shares distributed or issued by the Company on or after the date of this Agreement. (c) On or prior to the Closing, Stockholder shall pay OPUBCO the principal amount together with any accrued and unpaid interest owed to OPUBCO under the Promissory Note, dated October 31, 1992 (the "Note") executed by Stockholder in favor of OPUBCO in connection with the Pledge Agreement or shall otherwise obtain the consents, waivers and releases of OPUBCO specified in Section 4 hereof. If prior to the Closing, Stockholder has not satisfied its obligation pursuant to the first sentence of this Section 1(c), Purchaser, at its option, may pay OPUBCO that portion of the aggregate Purchase Price for the Stockholder Shares pursuant to this Agreement necessary to satisfy such obligation and the condition to OPUBCO's obligations set forth in Section 3. Any payments made by Purchaser to OPUBCO pursuant to this Section 1(c) shall be credited against the aggregate Purchase Price payable to Stockholder for the Stockholder Shares pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser shall have no obligation to make any payments to OPUBCO.
Sample 1
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Related to The Option; Exercise; Adjustments; Note Payment

  • Payment of Purchase Price Upon Exercise At the time of any exercise, the Exercise Price of the Shares as to which this Option is exercised shall be paid in cash to the Company, unless, in accordance with the provisions of Section 4.2(c) of the Plan, the Board shall permit or require payment of the purchase price in another manner set forth in the Plan.

  • Payment of Exercise Price In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

  • Minimum Adjustment of Exercise Price No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

  • Payment of Warrant Exercise Price The Exercise Price shall be Thirty Cents ($0.30) per share ("Exercise Price"). Payment of the Exercise Price may be made by either of the following, or a combination thereof, at the election of Holder: (i) Cash Exercise: cash, certified check or cashiers check or wire transfer; or

  • Payment of Option Price The purchase price of Common Stock upon exercise of this Option shall be paid in full to the Corporation at the time of the exercise of the Option in cash or by the surrender to the Corporation of shares of previously acquired Common Stock which shall have been held by the Participant for at least six (6) months and which shall be valued at Fair Market Value on the date the Option is exercised, or by a combination of cash and such Common Stock.

  • Manner of Exercise and Payment 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

  • Form of Exercise Price The Holder intends that payment of the Exercise Price shall be made as (check one): ☐ a cash exercise with respect to _________________ Warrant Shares; or ☐ by cashless exercise pursuant to the Warrant.

  • Option Exercise Price The per share price to be paid by Optionee in the event of an exercise of the Option will be $ .

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Adjustment to Exercise Price Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

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