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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, (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. 4.3. 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: 2 (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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Manner of Exercise. (a) The Optionee may 4.1 Stock Option Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee's death or incapacity, Optionee's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed Stock Option only Exercise Notice and Agreement in the following manner: form attached hereto as Annex A, or in such other form as may be approved by the Committee from time to time on or prior to (the "Exercise Agreem...ent") and payment for the Expiration Date of shares being purchased in accordance with this Stock Option, the Optionee may give written notice to the Administrator of his or her Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee's election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify exercise this Option, (ii) the number of Option Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee's investment intent and access to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) Company to comply with applicable securities laws in connection with any exercise of this Option, (iv) any other agreements required by the Optionee delivering Company and (v) Optionee's obligation to execute and deliver certain Stock Powers and Assignments Separate from Stock Certificate to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and Company. If someone other than Optionee exercises this Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee exercise this Option and the broker such person shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to all of the Optionee restrictions contained herein as if such person were Optionee. 4.2 Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the records date of exercise. 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer), or where permitted by law: (a) by cancellation of indebtedness of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt owed to Optionee; 3 (b) by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number surrender of shares of Stock transferred to the Optionee upon Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and: (i) for which the exercise Company has received "full payment of the Stock Option shall be net purchase price" within the meaning of the SEC Rule 144 (and, if such shares attested to. (b) The shares of Stock were purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of from the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights by use of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have promissory note, such note has been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights fully paid with respect to such shares shares) or (ii) that were obtained by Optionee in the public market; (c) by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan; (d) provided that a public market for the Common Stock exists and subject to compliance with applicable law, by exercising as set forth below, through a "same day sale" commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise this Option and to sell a portion of Stock. (c) The the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (e) by any combination of the foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of Shares. 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of shares Shares with respect a Fair Market Value equal to which this Stock Option may the minimum amount of taxes required to be exercised at any one time withheld; or to arrange a mandatory "sell to cover" on Participant's behalf (without further authorization); but in no event will the Company withhold Shares or "sell to cover" if such withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the Company shall be 100 shares, unless issue the net number of shares with respect Shares to which this Stock Option is being exercised is 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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Audentes Therapeutics, Inc. contract
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from From time to time on or prior to the Expiration Date of this Stock Option, Date, 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 purchased.Payment of the purchase price for the Option Shares may be made by one check or m...ore any other form of payment that is permitted by Section 5(e) 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 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. Plan. (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 transfer 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. hereof.3. Termination as Director. If the Optionee ceases to be a Director of the Company, the portion of the Stock Option that is not exercisable at such time shall immediately terminate, and the period within which to exercise the portion of the Stock Option that is exercisable at such time may be subject to earlier termination as set forth below:(a) Termination by Reason of Death. If the Optionee ceases to be a Director by reason of the Optionee's death, this Stock Option shall become fully vested and exercisable and may be exercised by his or her legal representative or legatee for a period of 24 months from the date of cessation of service as a Director or 10 days after the end of the blackout period in effect during such post-termination period, if later; provided, however, that this Stock Option shall nevertheless expire on the Expiration Date, if earlier. (b) Termination by Reason of Cause. If the Optionee ceases to be a Director by reason of the Optionee's termination of service for Cause (as defined in the Plan), no portion of this Stock Option may be exercised after the last day of service as a Director. (c) Termination by Reason of Disability. If the Optionee ceases to be a Director by reason of the Optionee's Disability (as defined in the Plan), this Stock Option shall become fully vested and exercisable and may be exercised by the Optionee for a period of 12 months from the date of cessation as a Director or 10 days after the end of the blackout period in effect during such post-termination period, if later; provided, however, that this Stock Option shall nevertheless expire on the Expiration Date, if earlier. (d) Other Termination. If the Optionee ceases to be a Director for any reason other than the Optionee's death or termination for Cause or Disability, any portion of this Stock Option outstanding on such date, to the extent exercisable, may be exercised for a period of 90 days from the date of cessation of services as a Director or 10 days after the end of the blackout period in effect during such post-termination period, if later; provided, however, that this Stock Option shall nevertheless expire on the Expiration Date, if earlier.4. Incorporation of Plan. Notwithstanding any other provision hereof or anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, if including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution; provided, however, that with the consent of the Administrator, this Stock Option may be transferred, without payment of consideration, to a member of the Optionee's immediate family or to a trust or partnership whose beneficiaries are members of the Optionee's immediate family.6. No Obligation to Continue as a Director. Neither the Plan nor this Stock Option confers upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver Optionee 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 rights with respect to effect continuance as 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. Director.
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Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to adopt, the Expiration Date Stock Option may be exercised by the delivery of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shar...es of Common Stock with respect to which the Stock Option Shares is to be purchased. Payment exercised and the date of exercise thereof (the "Exercise Date"), which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the purchase price for shares to be purchased, payable as follows, in Optionee's discretion: (a) cash, check, bank draft, or money order payable to the Option Shares may be made by one or more order of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Company; (b) Common Stock that have been purchased (including restricted Common Stock) owned by the Optionee on the open market or that are beneficially owned by Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Optionee and are has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date; (c) by the Administrator; (iii) delivery (including by the Optionee delivering FAX) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that Committee in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of restricted Common Stock are tendered 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 consideration 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 a 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 Option, a number of shares of Common Stock transferred to the Optionee issued 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 equal 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 of restricted Common Stock used as consideration therefor shall be subject to which this the same restrictions and provisions as the restricted Common Stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall cause the Common Stock then being purchased to be registered in the Optionee's name (or the person exercising the Optionee's Stock Option in the event of his death) promptly after the Exercise Date, unless the Optionee, or such other person, requests, in writing, delivery of the certificates for the Common Stock, in accordance with the procedures established by the Committee. The obligation of the Company to register or deliver shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised is necessary as a condition of, or in connection with, the total number Stock Option or the issuance or purchase of shares subject to exercise under this of Common Stock thereunder, then the Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Committee. If the Optionee fails to pay for any of the Option Optioned Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then specified in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted notice or fails to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, accept delivery thereof, that portion of the Fair Market Value of Optionee's Stock Option and right to purchase such Optioned Shares may be forfeited by the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. Optionee.
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InspireMD, Inc. contract
Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Company may exercise this Stock Option only in the following manner: from time to time on or prior to adopt, the Expiration Date Stock Option may be exercised by the delivery of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Company setting forth the number of shares o...f Common Stock with respect to which the Stock Option Shares is to be purchased. Payment exercised, the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the purchase price for shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the Option Shares may be made by one or more order of the following methods: (i) Company; (b) if the Company, 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 its sole discretion, so consents in writing, Common Stock that have been purchased (including restricted Common Stock) owned by the Optionee on the open market or that are beneficially owned by Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Optionee and are has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by the Administrator; (iii) delivery (including by the Optionee delivering FAX) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of restricted Common Stock are tendered 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 consideration 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 a 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 Option, a number of shares of Common Stock transferred to the Optionee issued 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 equal 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 of restricted Common Stock used as consideration therefor shall be subject to which this the same restrictions and provisions as the restricted Common Stock so tendered. 5 Upon payment of all amounts due from the Optionee, the Company shall cause the Common Stock then being purchased to be electronically registered in the Optionee's name (or the name of the person exercising the Optionee's Stock Option in the event of his death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Optionee (or the person exercising the Optionee's Stock Option in the event of his death) requests delivery of the certificates for the Common Stock in writing and in accordance with the procedures established by the Company. The Company shall deliver the certificates as soon as administratively practicable following the Company's receipt of the written request from the Optionee (or the person exercising the Optionee's Stock Option in the event of his death) for delivery of the certificates. The obligation of the Company to register or deliver such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised is necessary as a condition of, or in connection with, the total number Stock Option or the issuance or purchase of shares subject to exercise under this of Common Stock thereunder, then the Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Company. If the Optionee fails to pay for any of the Option Optioned Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), specified in such notice or fails to accept delivery thereof, 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, that portion of the Fair Market Value of Optionee's Stock Option and the Option right to purchase such Optioned Shares being exercised over may be forfeited by the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. Optionee.
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NanoVibronix, Inc. contract
Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Company may exercise this Stock Option only in the following manner: from time to time on or prior to adopt, the Expiration Date Stock Option may be exercised by the delivery of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Company setting forth the number of shares o...f Common Stock with respect to which the Stock Option Shares is to be purchased. Payment exercised, the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the purchase price for shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the Option Shares may be made by one or more order of the following methods: (i) Company, (b) if the Company, 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 its sole discretion, so consents in writing, Common Stock that have been purchased (including restricted stock) owned by the Optionee on the open Exercise Date, valued at its fair market or that are beneficially owned by value on the Exercise Date, and which the Optionee and are has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by the Administrator; (iii) delivery (including by the Optionee delivering FAX) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of restricted stock are tendered 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 consideration 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 a 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 Option, a number of shares of Common Stock transferred to the Optionee issued 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 equal 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 of restricted stock used as consideration therefor shall be subject to which this the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee's name (or the name of the person exercising the Optionee's Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised is necessary as a condition of, or in connection with, the total number Stock Option or the issuance or purchase of shares subject to exercise under this of Common Stock thereunder, then the Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Company. 2 If the Optionee fails to pay for any of the Option Optioned Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), specified in such notice or fails to accept delivery thereof, 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, that portion of the Fair Market Value of Optionee's Stock Option and right to purchase such Optioned Shares may be forfeited by the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. Optionee.
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Alliqua BioMedical, Inc. contract
Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Company may exercise this Stock Option only in the following manner: from time to time on or prior to adopt, the Expiration Date Stock Option may be exercised by the delivery of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Company setting forth the number of shares o...f Common Stock with respect to which the Stock Option Shares is to be purchased. Payment exercised, the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the purchase price for shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the Option Shares may be made by one or more order of the following methods: (i) Company, (b) if the Company, 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 its sole discretion, so consents in writing, Common Stock that have been purchased (including restricted stock) owned by the Optionee on the open Exercise Date, valued at its fair market or that are beneficially owned by value on the Exercise Date, and which the Optionee and are has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by the Administrator; (iii) delivery (including by the Optionee delivering FAX) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of restricted stock are tendered 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 consideration 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 a 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 Option, a number of shares of Common Stock transferred to the Optionee issued 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 equal 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 of restricted stock used as consideration therefor shall be subject to which this the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee's name (or the name of the person exercising the Optionee's Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised is necessary as a condition of, or in connection with, the total number Stock Option or the issuance or purchase of shares subject to exercise under this of Common Stock thereunder, then the Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Company. 3 If the Optionee fails to pay for any of the Option Optioned Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), specified in such notice or fails to accept delivery thereof, 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, that portion of the Fair Market Value of Optionee's Stock Option and right to purchase such Optioned Shares may be forfeited by the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. Optionee.
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Alliqua BioMedical, Inc. contract
Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Company may exercise this Stock Option only in the following manner: from time to time on or prior to adopt, the Expiration Date Stock Option may be exercised by the delivery of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Company setting forth the number of shares o...f Common Stock with respect to which the Stock Option Shares is to be purchased. Payment exercised, the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the purchase price for shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the Option Shares may be made by one or more order of the following methods: (i) Company, (b) if the Company, 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 its sole discretion, so consents in writing, Common Stock that have been purchased (including restricted stock) owned by the Optionee on the open Exercise Date, valued at its fair market or that are beneficially owned by value on the Exercise Date, and which the Optionee and are has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by the Administrator; (iii) delivery (including by the Optionee delivering FAX) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of restricted stock are tendered 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 consideration 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 a 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 Option, a number of shares of Common Stock transferred to the Optionee issued 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 equal 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 of restricted stock used as consideration therefor shall be subject to which this the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee's name (or the name of the person exercising the Optionee's Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised is necessary as a condition of, or in connection with, the total number Stock Option or the issuance or purchase of shares subject to exercise under this of Common Stock thereunder, then the Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Company. If the Optionee fails to pay for any of the Option Optioned Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), specified in such notice or fails to accept delivery thereof, 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, that portion of the Fair Market Value of Optionee's Stock Option and right to purchase such Optioned Shares may be forfeited by the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. Optionee.
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Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Company may exercise this Stock Option only in the following manner: from time to time on or prior to adopt, the Expiration Date Stock Option may be exercised by the delivery of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Company setting forth the number of shares o...f Common Stock with respect to which the Stock Option Shares is to be purchased. Payment exercised, the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the purchase price for shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the Option Shares may be made by one or more order of the following methods: (i) Company, (b) if the Company, 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 its sole discretion, so consents in writing, Common Stock that have been purchased (including restricted stock) owned by the Optionee on the open Exercise Date, valued at its fair market or that are beneficially owned by value on the Exercise Date, and which the Optionee and are has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by the Administrator; (iii) delivery (including by the Optionee delivering FAX) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of restricted stock are tendered 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 consideration 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 a 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 Option, a number of shares of Common Stock transferred to the Optionee issued 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 equal 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 of restricted stock used as consideration therefor shall be subject to which this the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee's name (or the name of the person exercising the Optionee's Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised is necessary as a condition of, or in connection with, the total number Stock Option or the issuance or purchase of shares subject to exercise under this of Common Stock thereunder, then the Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee's Stock Option and right to purchase such Optioned Shares upon exercise (including, for example, if there are insufficient shares under may be forfeited by the Plan at the time of exercise), then in lieu of tendering the Optionee. 7. Nonassignability. The Stock Option Exercise Price and issuance of such Option Shares, is not assignable or transferable by the Optionee shall be permitted to effect a "net exercise" for cash except by directing will or by the Company to deliver a dollar amount equal to the excess, if positive, laws 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. descent and distribution.
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Found in
Alliqua BioMedical, Inc. contract
Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Company may exercise this Stock Option only in the following manner: from time to time on or prior to adopt, the Expiration Date Stock Option may be exercised by the delivery of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Company setting forth the number of shares o...f Common Stock with respect to which the Stock Option Shares is to be purchased. Payment exercised (subject to Section 5), the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the purchase price for shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the Option Shares may be made by one or more order of the following methods: (i) in cash, Company; (b) by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Common Stock that have been purchased (including restricted stock) owned by the Optionee on the open market or that are beneficially owned by Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Optionee and are has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date; (c) by the Administrator; (iii) delivery (including by the Optionee delivering FAX) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or loan proceeds necessary to pay such purchase price; (d) by net share settlement of the Stock Option, whereby a check payable number of shares of Common Stock that are equal in value to the aggregate exercise price and that would otherwise be issued upon exercise of the Stock Option are withheld by the Company; and/or (e) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of restricted stock are tendered 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 consideration 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 a 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 Option, a number of shares of Common Stock transferred to the Optionee issued 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 equal 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 of restricted stock used as consideration therefor shall be subject to which this the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee's name (or the name of the person exercising the Optionee's Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised is necessary as a condition of, or in connection with, the total number Stock Option or the issuance or purchase of shares subject to exercise under this of Common Stock thereunder, then the Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Company. If the Optionee fails to pay for any of the Option Optioned Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), specified in such notice or fails to accept delivery thereof, 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, that portion of the Fair Market Value of Optionee's Stock Option and right to purchase such Optioned Shares may be forfeited by the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. Optionee.
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Found in
PeerStream, Inc. contract
