Manner of Exercise Clause Example with 145 Variations from Business Contracts

This page contains Manner of Exercise clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) i...n cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. 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 of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. View More
Found in ATOSSA GENETICS INC contract

Variations of a "Manner of Exercise" Clause from Business Contracts

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to adopt, the Expiration Date Stock Option may be exercised by the delivery of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shar...es of Common Stock with respect to which the Stock Option Shares is to be purchased. Payment exercised (the "Exercise Notice") and the date of exercise thereof (the "Exercise Date"), which shall be the date that the Participant has delivered to the Company both the Exercise Notice and consideration with a value equal to the total Option Price of the purchase price for shares to be purchased (plus any employment tax withholding or other tax payment due with respect to the Option Shares may be made by one Stock Option), payable as follows: (a) cash, check, bank draft, or more money order payable to the order of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Company; (b) Common Stock that have been purchased by the Optionee on the open market or that are beneficially (including Restricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and are which the Participant has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date; (c) by the Administrator; (iii) delivery (including by the Optionee delivering FAX or electronic transmission) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form (or, to the extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and acceptable loan proceeds necessary to pay such purchase price; (d) by requesting the Company to pay withhold the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements number of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records shares otherwise deliverable upon exercise of the Company or of the transfer agent of the Stock Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Common Stock transferred having an aggregate Fair Market Value equal to the Optionee aggregate Option Price at the time of exercise (i.e., a cashless net exercise), and/or (e) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock so tendered. If the Participant fails to deliver the consideration described in this Section 7 within three (3) business days of the shares attested to. (b) The date of the Exercise Notice, then the Exercise Notice shall be null and void and the Company will have no obligation to deliver any shares of Common Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations Participant in connection with such issuance and with Exercise Notice. Upon payment of all amounts due from the requirements hereof and Participant, the Company shall cause certificates for the Common Stock then being purchased to be delivered as directed by the Participant (or the person exercising the Participant's Stock Option in the event of the Plan. Participant's death) at its principal business office promptly after the Exercise Date. The determination obligation of the Administrator Company to deliver shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder a condition of, or to have any in connection with, the Stock Option or the issuance or purchase of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to thereunder, then the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may not be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Committee. If the Participant fails to pay for any of the Option Optioned Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then specified in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted notice or fails to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, accept delivery thereof, that portion of the Fair Market Value Participant's Stock Option and the right to purchase such Optioned Shares may be forfeited by the Participant. 3 9. Nonassignability. The Stock Option is not assignable or transferable by the Participant except by will or by the laws of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. descent and distribution. View More
Found in ORAMED PHARMACEUTICALS INC. contract
Manner of Exercise. (a) The Optionee may 4.1 Stock Option Exercise Agreement. To exercise this Stock Option only Option, Optionee (or in the following manner: case of exercise after Optionee's death, Optionee's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Company from time to time on or prior to the Expiration Date of this Stock Option, th...e Optionee may give written notice to the Administrator of his or her (the "Exercise Agreement"), which shall set forth, inter alia, Optionee's election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify exercise this Option, the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee being purchased, any restrictions imposed on the open market or that are beneficially owned by the Optionee Shares and are not then subject any representations, warranties and agreements regarding Optionee's investment intent and access to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) Company to comply with applicable securities laws. If someone other than Optionee exercises this Option, then such person must submit documentation reasonably acceptable to the Company that such person has the right to exercise this Option. 4.2 Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of exercise. This Option may not be exercised as to fewer than 100 Shares unless it is exercised as to all Shares as to which this Option is then exercisable. 4.3 Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: (a) cash; or (b) personal check, wire transfer, or a cashier's check; or (c) cashless exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by this Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Option exercise price and any withholding taxes. The balance of the sale proceeds, if any, will be delivered to Optionee. The directions must be given by signing a special notice of exercise form provided by the Company; or (d) other method authorized by the Company (as described in Section 11 of the 2014 Equity Incentive Plan). 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of this Option, the Company may require the Optionee to remit to the Company, or to the Parent or Subsidiary employing the Optionee, an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax requirements or any other tax or social insurance liability legally due from the Optionee. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such procedures as it may specify from time to time and to limitations of local law, may require or permit the Optionee to satisfy such tax withholding obligation or any other tax liability legally due from the Optionee, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, (c) delivering to the Company already-owned Shares having a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver Fair Market Value equal to the Company cash minimum amount required to be withheld or a check payable and acceptable to (d) withholding from the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records proceeds of the Company or sale of the transfer agent of the Option otherwise deliverable Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased acquired pursuant to the exercise Option either through a voluntary sale or through a mandatory sale arranged by the Company. 4.5 Issuance of Stock Options under Shares. Provided that the Plan Exercise Agreement and any subsequent resale of payment are in form and substance satisfactory to counsel for the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of Company, the Company shall issue the Shares registered in the name of Optionee, Optionee's authorized assignee, or of Optionee's legal representative, and shall deliver certificates representing the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and Shares with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. 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 of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More
Found in Loxo Oncology, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1 Election to Exercise. To exercise this Stock Option only the Option, the Participant (or in the following manner: from time to time on case of exercise after the Participant's death or prior incapacity, the Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Expiration Date Company a notice of this Stock intent to exercise in substantially the form attached hereto as Exhibit A (the "Exercise Notice"). If someone other than the ...Participant exercises the Option, the Optionee may give written notice then such person must submit documentation reasonably acceptable to the Administrator Company verifying that such person has the legal right to exercise the Option. 2 4.2 Payment of his or her election to purchase some or all Exercise Price. The entire Exercise Price of the Option Shares purchasable shall be payable in full at the time of such notice. This notice shall specify exercise to the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made extent permitted by one applicable statutes and regulations, either: (a) in cash or more of the following methods: (i) in cash, by certified or bank check at the time the Option is exercised; (b) by delivery to the Company of other shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares that have a Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receives a number of shares equal to the difference between the number of shares thereby purchased and the number of identified attestation shares (a "Stock for Stock Exchange"); (c) through a "cashless exercise program" established with a broker; (d) by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; (e) by any combination of the foregoing methods; or (f) in any other instrument form of legal consideration that may be acceptable to the Administrator; Committee. 4.3 Withholding. If (i) the Option is an Incentive Stock Option and the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the exercise of the Option; or (ii) through the delivery (or attestation Option is a Non-qualified Stock Option; prior to the ownership) issuance of shares upon the exercise of Stock that have been purchased by the Optionee on Option, the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the option purchase price, provided Company. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. The Company has the right to withhold from any compensation paid to a Participant. 4.4 Issuance of Shares. Provided that the Exercise Notice and payment are in form and substance satisfactory to the Company, the Company shall issue the shares of Common Stock registered in the event name of the Optionee chooses to pay Participant, the option purchase price as so provided, Participant's authorized assignee, or the Optionee and Participant's legal representative which shall be evidenced by stock certificates representing the broker shall comply shares with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee appropriate legends affixed thereto, appropriate entry on the records books of the Company or of a duly authorized transfer agent, or other appropriate means as determined by the transfer agent Company. 3 5. No Right to Continued Employment; No Rights as Stockholder. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Consultant or Director of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or Company. Further, nothing in the Plan or in this Agreement shall be construed to limit the discretion of the Company to terminate the Participant's Continuous Service at any other agreement time, with or provision without Cause. The Participant shall not have any rights as a stockholder with respect to any shares of laws, Common Stock subject to the Option unless and (iii) until certificates representing the receipt shares have been issued by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise holder of Stock Options under the Plan and any subsequent resale of such shares, or the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee have otherwise been recorded on the records books of the Company or of the a duly authorized transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with as owned by such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. 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 of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. holder. View More
Found in Taggares Agriculture Corp. contract
Manner of Exercise. (a) The Optionee may 4.1 Stock Option Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee's death or incapacity, Optionee's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option only Exercise Notice and Agreement in the following manner: form attached hereto as Annex A, or in such other form as may be approved by the Committee from time to time on or prior to (the "Exercise Agreem...ent") and payment for the Expiration Date of shares being purchased in accordance with this Stock Option, the Optionee may give written notice to the Administrator of his or her Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee's election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify exercise this Option, (ii) the number of Option Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee's investment intent and access to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) Company to comply with applicable securities laws in connection with any exercise of this Option, (iv) any other agreements required by the Optionee delivering Company and (v) Optionee's obligation to execute and deliver certain Stock Powers and Assignments Separate from Stock Certificate to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and Company. If someone other than Optionee exercises this Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee exercise this Option and the broker such person shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to all of the Optionee restrictions contained herein as if such person were Optionee. 4.2 Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the records date of exercise. 2 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer), or where permitted by law: 4.3.1 by cancellation of indebtedness of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt owed to Optionee; 4.3.2 by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number surrender of shares of Stock transferred to the Optionee upon Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the exercise Company has received "full payment of the Stock Option shall be net purchase price" within the meaning of the SEC Rule 144 (and, if such shares attested to. (b) The shares of Stock were purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of from the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights by use of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have promissory note, such note has been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights fully paid with respect to such shares shares) or (ii) that were obtained by Optionee in the public market; 4.3.3 by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan; 4.3.4 provided that a public market for the Common Stock exists and subject to compliance with applicable law, by exercising as set forth below, through a "same day sale" commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and to sell a portion of Stock. (c) The the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 4.3.5 by any combination of the foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of Shares. 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of shares Shares with respect a Fair Market Value equal to which this Stock Option may the minimum amount of taxes required to be exercised at any one time withheld; or to arrange a mandatory "sell to cover" on Participant's behalf (without further authorization); but in no event will the Company withhold Shares or "sell to cover" if such withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the Company shall be 100 shares, unless issue the net number of shares with respect Shares to which this Stock Option is being exercised is the total number Optionee by deducting the Shares retained from the Shares issuable upon exercise. 4.5 Issuance of shares subject Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to exercise under this Stock Option at counsel for the time. (d) Notwithstanding any other provision hereof or of Company, the Plan, no portion of this Stock Option Company shall be exercisable after issue the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if Shares issuable upon the a valid exercise of this Stock Option, Option registered in whole the name of Optionee, Optionee's authorized assignee, or in part, Optionee's legal representative, and shall deliver certificates representing the Company cannot deliver any of Shares with the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More
Found in Corium International, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1 Stock Option Exercise Notice and Agreement. To exercise this Stock Option only Option, Optionee (or in the following manner: case of exercise after Optionee's death or incapacity, Optionee's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock 2 Option Exercise Notice and Agreement in the form attached hereto as Annex A, or in such other form as may be approved by the Committee from time to time on or prior to (the "...Exercise Agreement") and payment for the Expiration Date of shares being purchased in accordance with this Stock Option, the Optionee may give written notice to the Administrator of his or her Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee's election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify exercise this Option, (ii) the number of Option Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee's investment intent and access to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) Company to comply with applicable securities laws in connection with any exercise of this Option and (iv) any other agreements required by the Company. If someone other than Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and exercises this Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee exercise this Option and the broker such person shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to all of the Optionee restrictions contained herein as if such person were Optionee. 4.2 Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the records date of exercise. 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer), or where permitted by law: (a) by cancellation of indebtedness of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt owed to Optionee; (b) by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number surrender of shares of Stock transferred to the Optionee upon Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the exercise Company has received "full payment of the Stock Option shall be net purchase price" within the meaning of the SEC Rule 144 (and, if such shares attested to. (b) The shares of Stock were purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of from the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights by use of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have promissory note, such note has been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights fully paid with respect to such shares shares) or (ii) that were obtained by Optionee in the public market; (c) by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan; (d) provided that a public market for the Common Stock exists and subject to compliance with applicable law, by exercising as set forth below, through a "same day sale" commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and to sell a portion of Stock. (c) The the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (e) by any combination of the foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of Shares. 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of shares Shares with respect a Fair Market Value equal to which this Stock Option may the minimum amount of taxes required to be exercised at any one time withheld; or to arrange a mandatory "sell to cover" on Participant's behalf (without further authorization); but in no event will the Company withhold Shares or "sell to cover" if such 3 withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the Company shall be 100 shares, unless issue the net number of shares with respect Shares to which this Stock Option is being exercised is Optionee by deducting the total number Shares retained from the Shares issuable upon exercise. 4.5 Issuance of shares subject Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to exercise under this Stock Option at counsel for the time. (d) Notwithstanding any other provision hereof or of Company, the Plan, no portion of this Stock Option Company shall be exercisable after issue the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if Shares issuable upon the a valid exercise of this Stock Option, Option registered in whole the name of Optionee, Optionee's authorized assignee, or in part, Optionee's legal representative, and shall deliver certificates representing the Company cannot deliver any of Shares with the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More
Found in Bolt Biotherapeutics, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1 Stock Option Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee's death or incapacity, Optionee's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option only Exercise Notice and Agreement in the following manner: form attached hereto as Annex A, or in such other form as may be approved by the Committee from time to time on or prior to (the "Exercise Agreem...ent") and payment for the Expiration Date of shares being purchased in accordance with this Stock Option, the Optionee may give written notice to the Administrator of his or her Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee's election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify exercise this Option, (ii) the number of Option Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee's investment intent and access to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) Company to comply with applicable securities laws in connection with any exercise of this Option and (iv) any other agreements required by the Company. If someone other than Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and exercises this Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee exercise this Option and the broker such person shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to all of the Optionee restrictions contained herein as if such person were Optionee. 4.2 Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the records date of exercise. 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer), or where permitted by law: (a) by cancellation of indebtedness of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt owed to Optionee; (b) by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number surrender of shares of Stock transferred to the Optionee upon Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the exercise Company has received 2 "full payment of the Stock Option shall be net purchase price" within the meaning of the SEC Rule 144 (and, if such shares attested to. (b) The shares of Stock were purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of from the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights by use of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have promissory note, such note has been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights fully paid with respect to such shares shares) or (ii) that were obtained by Optionee in the public market; (c) by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan; (d) provided that a public market for the Common Stock exists and subject to compliance with applicable law, by exercising as set forth below, through a "same day sale" commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and to sell a portion of Stock. (c) The the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (e) by any combination of the foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of Shares. 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of shares Shares with respect a Fair Market Value equal to which this Stock Option may the minimum amount of taxes required to be exercised at any one time withheld; or to arrange a mandatory "sell to cover" on Participant's behalf (without further authorization); but in no event will the Company withhold Shares or "sell to cover" if such withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the Company shall be 100 shares, unless issue the net number of shares with respect Shares to which this Stock Option is being exercised is Optionee by deducting the total number Shares retained from the Shares issuable upon exercise. 4.5 Issuance of shares subject Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to exercise under this Stock Option at counsel for the time. (d) Notwithstanding any other provision hereof or of Company, the Plan, no portion of this Stock Option Company shall be exercisable after issue the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if Shares issuable upon the a valid exercise of this Stock Option, Option registered in whole the name of Optionee, Optionee's authorized assignee, or in part, Optionee's legal representative, and shall deliver certificates representing the Company cannot deliver any of Shares with the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More
Found in Aeglea BioTherapeutics, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1 Stock Option Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee's death or incapacity, Optionee's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option only Exercise Notice and Agreement in the following manner: form attached hereto as Annex A, or in such other form as may be approved by the Committee from time to time on or prior to (the "Exercise Agreem...ent") and payment for the Expiration Date of shares being purchased in accordance with this Stock Option, the Optionee may give written notice to the Administrator of his or her Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee's election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify exercise this Option, (ii) the number of Option Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee's investment intent and access to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) Company to comply with applicable securities laws in connection with any exercise of this Option and (iv) any other agreements required by the Company. If someone other than Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and exercises this Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee exercise this Option and the broker such person shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to all of the Optionee restrictions contained herein as if such person were Optionee. 4.2 Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the records date of exercise. 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer), or where permitted by law: (a) by cancellation of indebtedness of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt owed to Optionee; (b) by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number surrender of shares of Stock transferred to the Optionee upon Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the exercise Company has received "full payment of the Stock Option shall be net purchase price" within the meaning of the SEC Rule 144 (and, if such shares attested to. (b) The shares of Stock were purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of from the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights by use of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have promissory note, such note has been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights fully paid with respect to such shares shares) or (ii) that were obtained by Optionee in the public market; 3 (c) by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan; (d) provided that a public market for the Common Stock exists and subject to compliance with applicable law, by exercising as set forth below, through a "same day sale" commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and to sell a portion of Stock. (c) The the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (e) by any combination of the foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of Shares. 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of shares Shares with respect a Fair Market Value equal to which this Stock Option may the minimum amount of taxes required to be exercised at any one time withheld; or to arrange a mandatory "sell to cover" on Participant's behalf (without further authorization); but in no event will the Company withhold Shares or "sell to cover" if such withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the Company shall be 100 shares, unless issue the net number of shares with respect Shares to which this Stock Option is being exercised is Optionee by deducting the total number Shares retained from the Shares issuable upon exercise. 4.5 Issuance of shares subject Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to exercise under this Stock Option at counsel for the time. (d) Notwithstanding any other provision hereof or of Company, the Plan, no portion of this Stock Option Company shall be exercisable after issue the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if Shares issuable upon the a valid exercise of this Stock Option, Option registered in whole the name of Optionee, Optionee's authorized assignee, or in part, Optionee's legal representative, and shall deliver certificates representing the Company cannot deliver any of Shares with the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More
Found in Lyell Immunopharma, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1 Stock Option Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee's death or incapacity, Optionee's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option only Exercise Notice and Agreement in the following manner: form attached hereto as Annex A, or in such other form as may be approved by the Committee from time to time on or prior to (the "Exercise Agreem...ent") and payment for the Expiration Date of shares being purchased in accordance with this Stock Option, the Optionee may give written notice to the Administrator of his or her Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee's election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify exercise this Option, (ii) the number of Option Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee's investment intent and access to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) Company to comply with applicable securities laws in connection with any exercise of this Option and (iv) any other agreements required by the Company. If someone other than Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and exercises this Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee exercise this Option and the broker such person shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to all of the Optionee restrictions contained herein as if such person were Optionee. 4.2 Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the records date of exercise. 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer), or where permitted by law: (a) by cancellation of indebtedness of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt owed to Optionee; 3 (b) by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number surrender of shares of Stock transferred to the Optionee upon Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the exercise Company has received "full payment of the Stock Option shall be net purchase price" within the meaning of the SEC Rule 144 (and, if such shares attested to. (b) The shares of Stock were purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of from the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights by use of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have promissory note, such note has been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights fully paid with respect to such shares shares) or (ii) that were obtained by Optionee in the public market; (c) by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan; (d) provided that a public market for the Ordinary Shares exists and subject to compliance with applicable law, by exercising as set forth below, through a "same day sale" commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and to sell a portion of Stock. (c) The the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (e) by any combination of the foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of Shares. 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of shares Shares with respect a Fair Market Value equal to which this Stock Option may the minimum amount of taxes required to be exercised at any one time withheld; or to arrange a mandatory "sell to cover" on Participant's behalf (without further authorization); but in no event will the Company withhold Shares or "sell to cover" if such withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the Company shall be 100 shares, unless issue the net number of shares with respect Shares to which this Stock Option is being exercised is Optionee by deducting the total number Shares retained from the Shares issuable upon exercise. 4.5 Issuance of shares subject Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to exercise under this Stock Option at counsel for the time. (d) Notwithstanding any other provision hereof or of Company, the Plan, no portion of this Stock Option Company shall be exercisable after issue the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if Shares issuable upon the a valid exercise of this Stock Option, Option registered in whole the name of Optionee, Optionee's authorized assignee, or in part, Optionee's legal representative, and shall deliver certificates representing the Company cannot deliver any of Shares with the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More
Found in Terns Pharmaceuticals, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1. Stock Option Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee's death or incapacity, Optionee's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option only Exercise Notice and Agreement in the following manner: form attached hereto as Annex A, or in such other form as may be approved by the Committee from time to time on or prior to (the "Exercise Agree...ment") and payment for the Expiration Date of shares being purchased in accordance with this Stock Option, the Optionee may give written notice to the Administrator of his or her Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee's election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify exercise this Option, (ii) the number of Option Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee's investment intent and access to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) Company to comply with applicable securities laws in connection with any exercise of this Option and (iv) any other agreements required by the Company. If someone other than Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and exercises this Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee exercise this Option and the broker such person shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to all of the Optionee restrictions contained herein as if such person were Optionee. 4.2. Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the records date of exercise. 4.3. Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer), or where permitted by law: (a) by cancellation of indebtedness of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt owed to Optionee; 2 (b) by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number surrender of shares of Stock transferred to the Optionee upon Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the exercise Company has received "full payment of the Stock Option shall be net purchase price" within the meaning of the SEC Rule 144 (and, if such shares attested to. (b) The shares of Stock were purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of from the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights by use of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have promissory note, such note has been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights fully paid with respect to such shares shares) or (ii) that were obtained by Optionee in the public market; (c) by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan; (d) provided that a public market for the Common Stock exists, subject to compliance with applicable law, by exercising as set forth below, through a "same day sale" commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and to sell a portion of Stock. (c) The the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (e) by any combination of the foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of Shares. 4.4. Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of shares Shares with respect a Fair Market Value equal to which this Stock Option may the minimum amount of taxes required to be exercised at any one time withheld; or to arrange a mandatory "sell to cover" on Participant's behalf (without further authorization); but in no event will the Company withhold Shares or "sell to cover" if such withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the Company shall be 100 shares, unless issue the net number of shares with respect Shares to which this Stock Option is being exercised is Optionee by deducting the total number Shares retained from the Shares issuable upon exercise. 4.5. Issuance of shares subject Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to exercise under this Stock Option at counsel for the time. (d) Notwithstanding any other provision hereof or of Company, the Plan, no portion of this Stock Option Company shall be exercisable after issue the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if Shares issuable upon the a valid exercise of this Stock Option, Option registered in whole the name of Optionee, Optionee's authorized assignee, or in part, Optionee's legal representative, and shall deliver certificates representing the Company cannot deliver any of Shares with the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More
Found in Arcutis Biotherapeutics, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1. Stock Option Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee's death or incapacity, Optionee's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option only Exercise Notice and Agreement in the following manner: form attached hereto as Annex A, or in such other form as may be approved by the Committee from time to time on or prior to (the "Exercise Agree...ment") and payment for the Expiration Date of shares being purchased in accordance with this Stock Option, the Optionee may give written notice to the Administrator of his or her Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee's election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify exercise this Option, (ii) the number of Option Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee's investment intent and access to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) Company to comply with applicable securities laws in connection with any exercise of this Option and (iv) any other agreements required by the Company. If someone other than Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and exercises this Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee exercise this Option and the broker such person shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to all of the Optionee restrictions contained herein as if such person were Optionee. 4.2. Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the records date of exercise. 4.3. Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer), or where permitted by law: (a) by cancellation of indebtedness of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt owed to Optionee; 2 (b) by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number surrender of shares of Stock transferred to the Optionee upon Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the exercise Company has received "full payment of the Stock Option shall be net purchase price" within the meaning of the SEC Rule 144 (and, if such shares attested to. (b) The shares of Stock were purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of from the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights by use of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have promissory note, such note has been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights fully paid with respect to such shares shares) or (ii) that were obtained by Optionee in the public market; (c) by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan; (d) provided that a public market for the Ordinary Shares exists, subject to compliance with applicable law, by exercising as set forth below, through a "same day sale" commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and to sell a portion of Stock. (c) The the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (e) by any combination of the foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of Shares. 4.4. Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of shares Shares with respect a Fair Market Value equal to which this Stock Option may the minimum amount of taxes required to be exercised at any one time withheld; or to arrange a mandatory "sell to cover" on Participant's behalf (without further authorization); but in no event will the Company withhold Shares or "sell to cover" if such withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the Company shall be 100 shares, unless issue the net number of shares with respect Shares to which this Stock Option is being exercised is Optionee by deducting the total number Shares retained from the Shares issuable upon exercise. 4.5. Issuance of shares subject Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to exercise under this Stock Option at counsel for the time. (d) Notwithstanding any other provision hereof or of Company, the Plan, no portion of this Stock Option Company shall be exercisable after issue the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if Shares issuable upon the a valid exercise of this Stock Option, Option registered in whole the name of Optionee, Optionee's authorized assignee, or in part, Optionee's legal representative, and shall deliver certificates representing the Company cannot deliver any of Shares with the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More
Found in Terns Pharmaceuticals, Inc. contract