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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.
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ATOSSA GENETICS INC contract
Variations of a "Manner of Exercise" Clause from Business Contracts
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; (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.
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ZUORA 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 Optionee'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.
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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 Optionee'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.
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Passage BIO, 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 Optionee delivering Company 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. 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, 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.
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Found in
Samsara 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; (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 Optionee'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.
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Found in
We Co. 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, which may be electronic or paper, attached hereto as Annex A, or in such other form as may be specified 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, (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. 20 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, ACH 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, 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 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.
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Found in
Malo Holdings 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 Board 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 Vested 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. 4 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 surrender of shares of the Company held for at least six months by the Optionee that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the Company has received "full payment of the transfer agent purchase price" within the meaning of the Option Shares will be contingent upon (i) the Company's receipt SEC Rule 144 (and, if such shares were purchased 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 Company 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 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; (b) 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. 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 (c) The by any combination of the foregoing or any other method of payment approved by the Board 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 Board 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.
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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 Board 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 Vested 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 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 surrender of shares of the Company held for at least six months by the Optionee that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the Company has received "full payment of the transfer agent purchase price" within the meaning of the Option Shares will be contingent upon (i) the Company's receipt SEC Rule 144 (and, if such shares were purchased 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 Company 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 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; (b) 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. 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 (c) The by any combination of the foregoing or any other method of payment approved by the Board 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 Board 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.
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GoodRx Holdings, 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, (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 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 withholding would result in adverse accounting consequences to the Company. In such case, 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.
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Applovin 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 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, (iv) any other agreements required by the Company and (v) Optionee's obligation to execute and deliver certain Stock Powers and Assignments Separate from Stock Certificate. 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. 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: (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, 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 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.
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