withhold from those shares of Stock to be delivered to you upon exercise of the option in accordance with the Notice of Exercise the whole number of shares sufficient to satisfy the Exercise Cash Obligation. Share withholding will result in the delivery of a lower number of shares of Stock to you following exercise of the option.
(ii) By Broker-Assisted Cashless Exercise. Unless the Corporation permits you to satisfy the Exercise Cash Obligation by some other means in accordance with clause (iii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the option constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) and any brokerage firm determined acceptable to the Corporation or an Affiliate for such purpose to sell on your behalf a whole number of shares from those shares of Stock to be delivered to you upon the exercise of this option as the Corporation or an Affiliate determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Exercise Cash Obligation. Such shares will be sold on the day such Exercise Cash Obligation arises (e.g., the date of exercise) or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, and you agree to indemnify and hold the Corporation and its Affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Exercise Cash Obligation, the Corporation agrees to pay such excess in cash to you. You acknowledge that the Corporation or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Exercise Cash Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate as soon as practicable, including through additional payroll withholding, any amount of the Exercise Cash Obligation that is not satisfied by the sale of shares described above.
(iii) By Check, Wire Transfer or Other Means. On the date on which you submit a Notice of Exercise, and provided that at the time of such Notice of Exercise the Corporation is not in a “black-out period” and/or subject to applicable securities laws that could subject you to liability for engaging in any transaction involving the sale of the Corporation’s common stock, you may request permission to satisfy the Exercise Cash Obligation by check, wire transfer or other means, by submitting such request, in writing, to the Corporation. Alternatively, the Corporation may require that you satisfy any Exercise Cash Obligation