Manner of Exercise Clause Example with 145 Variations from Business Contracts

This page contains Manner of Exercise clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) i...n cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. View More Arrow
Found in 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 Agreement. To exercise this Stock Option only Option, Participant (or in the following manner: case of exercise after Participant's death or incapacity, Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time on or prior to (the "Exercise Agre...ement"), deliver payment for the Expiration Date shares being purchased in accordance with this Agreement and satisfy any applicable federal, state and local withholding obligations of this Stock Option, the Optionee may give written notice to the Administrator of his or her Company. The Exercise Agreement shall set forth, inter alia, (i) Participant's election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify Option, (ii) the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee being purchased, (iii) any restrictions imposed on the open market or that are beneficially owned by the Optionee Shares and are not then subject (iv) any representations, warranties and agreements regarding Participant's investment intent and access to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) by Company to comply with applicable securities laws. If someone other than Participant exercises 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 Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay exercise the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee 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. all of the restrictions contained herein as if such person were the Participant. 4.2 Limitations on Exercise. The transfer to the Optionee 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. The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Option is then exercisable. 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 to the Participant; (b) by waiver of compensation due or accrued to Participant for services rendered; (c) provided that a public market for the Company's securities exists: (i) through a "same day sale" commitment from Participant and a broker-dealer that is a member of the transfer agent National Association of Securities Dealers (an "NASD Dealer") whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company, or (ii) through a "margin" commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; 3 (d) by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan; (e) any other form of consideration approved by the Committee; or (f) by any combination of the foregoing. 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Participant may provide for payment of withholding taxes upon exercise 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 requesting that the Company may require to satisfy itself that retain 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 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 Fair Market Value equal to the excess, minimum amount of taxes required to be 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 positive, such withholding would result in adverse accounting consequences to the Company. In such case, the Company shall issue the net number of Shares to the Fair Market Value Participant by deducting the Shares retained from the Shares issuable upon exercise. 4.5 Issuance of Shares. Provided that the Option Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares being exercised over in book-entry form, registered in the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. name of Participant, Participant's authorized assignee, or Participant's legal representative, and upon request from the Participant, shall deliver book-entry records evidencing the Shares with the appropriate legends affixed thereto. View More Arrow
Found in 2 Contracts from DROPBOX, INC.
Manner of Exercise. (a) The Optionee may Option Exercise Agreement. To exercise this Stock Option only Option, Participant (or in the following manner: from time to time on case of exercise after Participant's death or prior incapacity, Participant's legal representative, estate or heirs, as the case may be) must deliver to the Expiration Date of this Stock Option, Company an executed Exercise Agreement in the Optionee may give written notice to the Administrator of his or her election to purchase some or all of th...e 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) 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 form provided by the Optionee on the open market or that are beneficially owned by the Optionee Committee, and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods such other documents as may be required by the Administrator; Company and the Committee. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Committee verifying that such person has the legal right to exercise the Option under the Plan. (b) Limitations on Exercise. The Option must be exercised in whole Shares and may not be exercised for fewer than one (1) Share. (c) Payment. Except as otherwise permitted by the Company, the Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased and the amount of the applicable federal, state and local tax withholding imposed upon exercise of this Option, pursuant to the following methods: (i) by cash, wire transfer, certified check or bank draft; (ii) by "cashless exercise", pursuant to which the Company withholds from the Shares that would otherwise be issued upon exercise that number of Shares with a Fair Market Value equal to the Exercise Price and applicable tax withholding; (iii) by the Optionee delivering delivery to the Company of unrestricted Shares having a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver Market Value equal to the Company cash or a check payable and acceptable Exercise Price of the Shares 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; be purchased; 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 foregoing. (d) Issuance of Shares. Upon satisfaction of the Company or foregoing provisions of the transfer agent of the Option Shares will be contingent upon (i) the Company's this Section 5 and, if applicable, following 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 documents required 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 Committee 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 be executed in connection 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, Participant shall become a shareholder of record. The Company may, but is not required to, issue certificated Shares registered in whole the name of Participant or in part, Participant's legal representative, which may include the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More Arrow
Found in NYTEX Energy Holdings, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1 Election to Exercise. To exercise this Stock Option only the Option, the Participant (or in the following manner: case of exercise after the Participant's death or incapacity, the Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Company a notice of intent to exercise in the manner designated by the Board or the Committee. If someone other than the Participant exercises the Option, then such person must submit 2 documentation... reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option. In addition, it is a condition to the exercise of the Option that the Participant or other authorized person who exercises the Option execute a Deed of Adherence to be bound by the sections of the Amended and Restated Shareholders Agreement dated as of January 16, 2015, as may be amended from time to time on or prior (the "Shareholders' Agreement"), as shall be set forth therein if not already a party to the Expiration Date Shareholders' Agreement. 4.2 Payment of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all Exercise Price. The entire Exercise Price of the Option Shares purchasable shall be payable in full at the time of such notice. This notice shall specify the number exercise in any form of Option Shares legal consideration allowed pursuant to be purchased. Payment Section 6.4 of the purchase price for Plan. 4.3 Withholding. Prior to the Option Shares may be made by one or more issuance of shares upon the exercise of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to Option, 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 Participant must make arrangements satisfactory to the Company to pay or provide for any applicable foreign, federal, state and local withholding obligations of the option purchase price, provided Company. The Participant may satisfy any foreign, federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means: (a) tendering a cash payment; or (b) authorizing the Company to withhold Ordinary Shares from the Ordinary Shares otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no Ordinary Shares are withheld with a value exceeding the minimum amount of tax required to be withheld by Applicable Laws. The Company has the right to withhold from any compensation paid to a Participant. 4.4 Issuance of Shares. Provided that the exercise notice and payment are in compliance with the Plan and in form and substance satisfactory to the Company, the Company shall issue the Ordinary Shares registered in the event name of the Optionee chooses to pay Participant, the option purchase price as so provided, Participant's authorized assignee, or the Optionee and Participant's legal representative, which shall be evidenced by share certificates representing the broker shall comply shares with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee appropriate legends affixed thereto, appropriate entry on the records books of the Company or of the a duly authorized 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, agent, or other appropriate means 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 determined by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. View More Arrow
Found in Wave Life Sciences Ltd. contract
Manner of Exercise. (a) The Optionee may 4.1 Election to Exercise. To exercise this Stock Option only the Option, the Participant (or in the following manner: from time to time on case of exercise after the Participant's death or prior incapacity, the Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Expiration Date Company a notice of this Stock intent to exercise in the manner designated by the Committee. If someone other than the Participant exercises the Option, the... Optionee may give written notice then such person must submit documentation reasonably acceptable to the Administrator Company verifying that such person has the legal right to exercise the Option. 4.2 Payment of his or her election to purchase some or all Exercise Price. The entire Exercise Price of the Option Shares purchasable shall be payable in full at the time of such notice. This notice shall specify exercise (i) in cash or (ii) with the number of Option Shares to be purchased. Payment consent of the purchase price for Committee in its sole discretion, by (a) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option, (b) tendering proceeds received from a broker-dealer whom the Participant has authorized to sell all or a portion of the Common Stock covered by 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 as may be required by the Administrator; (iii) by the Optionee (c) delivering to the Company a properly executed previously owned and unencumbered shares of Common Stock valued at Fair Market Value on the date of exercise. 4.3 Withholding. If the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the exercise notice together with irrevocable instructions to a broker to promptly deliver to of the Company cash or a check payable and acceptable Option, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the option purchase price, provided Company. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by (i) tendering a cash payment or (ii) with the consent of the Committee in its sole 2 discretion, by (a) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law, (b) tendering proceeds received from a broker-dealer whom the Participant has authorized to sell all or a portion of the Common Stock covered by the Option or (c) delivering to the Company previously owned and unencumbered shares of Common Stock valued at Fair Market Value on the date of exercise. Notwithstanding the foregoing, Participants who are subject to the reporting requirements of Section 16 of the 1934 Act may elect to pay all or a portion of any withholding or other taxes due in connection with an Award by directing the Company to withhold shares of Common Stock that would otherwise be received in connection with such Award. The Company has the right to withhold from any compensation paid to a Participant. 4.4 Issuance of Shares. Provided that the exercise notice and payment are in form and substance satisfactory to the Company, the Company shall issue the shares of Common Stock registered in the event name of the Optionee chooses to pay Participant, the option purchase price as so provided, Participant's authorized assignee, or the Optionee and Participant's legal representative, which shall be evidenced by stock certificates representing the broker shall comply shares with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee appropriate legends affixed thereto, appropriate entry on the records books of the Company or of the a duly authorized 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, agent, or other appropriate means 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 determined by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. View More Arrow
Found in Egalet Corp contract
Manner of Exercise. (a) The Optionee may 4.1 Election to Exercise. To exercise this Stock Option only the Option, the Participant (or in the following manner: from time to time on case of exercise after the Participant's death or prior incapacity, the Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Expiration Date Company a notice of this Stock intent to exercise in the manner designated by the Committee. If someone other than the Participant exercises the Option, the... Optionee may give written notice then such person must submit documentation reasonably acceptable to the Administrator Company verifying that such person has the legal right to exercise the Option. 4.2 Payment of his or her election to purchase some or all Exercise Price. The entire Exercise Price of the Option Shares purchasable shall be payable in full at the time of such notice. This notice shall specify exercise (i) in cash or (ii) with the number of Option Shares to be purchased. Payment consent of the purchase price for Committee in its sole discretion, by (a) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option, (b) tendering proceeds received from a broker-dealer whom the Participant has authorized to sell all or a portion of the Common Stock covered by 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 as may be required by the Administrator; (iii) by the Optionee (c) delivering to the Company a properly executed previously owned and unencumbered shares of Common Stock valued at Fair Market Value on the date of exercise. 4.3 Withholding. If the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the exercise notice together with irrevocable instructions to a broker to promptly deliver to of the Company cash or a check payable and acceptable Option, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the option purchase price, provided Company. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by (i) tendering a cash payment or (ii) with the consent of the Committee in its sole discretion, by (a) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law, (b) tendering proceeds received from a broker-dealer whom the Participant has authorized to sell all or a portion of the Common Stock covered by the Option or (c) delivering to the 2 Company previously owned and unencumbered shares of Common Stock valued at Fair Market Value on the date of exercise. Notwithstanding the foregoing, Participants who are subject to the reporting requirements of Section 16 of the 1934 Act may elect to pay all or a portion of any withholding or other taxes due in connection with an Award by directing the Company to withhold shares of Common Stock that would otherwise be received in connection with such Award. The Company has the right to withhold from any compensation paid to a Participant. 4.4 Issuance of Shares. Provided that the exercise notice and payment are in form and substance satisfactory to the Company, the Company shall issue the shares of Common Stock registered in the event name of the Optionee chooses to pay Participant, the option purchase price as so provided, Participant's authorized assignee, or the Optionee and Participant's legal representative, which shall be evidenced by stock certificates representing the broker shall comply shares with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee appropriate legends affixed thereto, appropriate entry on the records books of the Company or of the a duly authorized 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, agent, or other appropriate means 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 determined by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. View More Arrow
Found in Egalet Corp contract
Manner of Exercise. (a) The Optionee may 4.1 Election to Exercise. To exercise this Stock Option only the Option, the Participant (or in the following manner: from time to time on case of exercise after the Participant's death or prior incapacity, the Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Expiration Date Company a notice of this Stock intent to exercise in the manner designated by the Committee. If someone other than the Participant exercises the Option, the... Optionee may give written notice then such Person must submit documentation 2 reasonably acceptable to the Administrator Company verifying that such Person has the legal right to exercise the Option. 4.2 Payment of his or her election to purchase some or all Exercise Price. The entire Exercise Price of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment payable within three days of the purchase price for date of exercise (i) in cash or (ii) with the consent of the Committee in its sole discretion, by (a) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option Shares may be made by one (valued at Fair Market Value on the date of exercise), (b) tendering proceeds received from a broker-dealer whom the Participant has authorized to sell all or more a portion 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 Common Stock that have been purchased covered by the Optionee on the open market Option 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 (c) delivering to the Company a properly executed previously owned and unencumbered shares of Common Stock valued at Fair Market Value on the date of exercise. 4.3 Withholding. If the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the exercise notice together with irrevocable instructions to a broker to promptly deliver to of the Company cash or a check payable and acceptable Option, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state, local and other withholding obligations of the option purchase price, provided Company or any Company Affiliate. The Participant may satisfy any tax withholding obligation relating to the exercise of the Option by (i) tendering a cash payment or (ii) with the consent of the Committee in its sole discretion, by (a) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option (valued at Fair Market Value on the date of exercise), (b) tendering proceeds received from a broker-dealer whom the Participant has authorized to sell all or a portion of the Common Stock covered by the Option or (c) delivering to the Company previously owned and unencumbered shares of Common Stock valued at Fair Market Value on the date of exercise. Notwithstanding the foregoing, Participants who are subject to the reporting requirements of Section 16 of the 1934 Act may elect to pay all or a portion of any withholding or other taxes due in connection with the exercise of the Option by directing the Company to withhold shares of Common Stock that would otherwise be received in connection with such exercise (valued at Fair Market Value on the date of exercise). The Company and the Company Affiliates have the right to withhold from any compensation paid to the Participant. 4.4 Issuance of Shares. Provided that the exercise notice and payment are in form and substance satisfactory to the Company, the Company shall issue the shares of Common Stock registered in the event name of the Optionee chooses to pay Participant, the option purchase price as so provided, Participant's authorized assignee, or the Optionee and Participant's legal representative, which shall be evidenced by stock certificates representing the broker shall comply shares with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee appropriate legends affixed thereto, appropriate entry on the records books of the Company or of the a duly authorized 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, agent, or other appropriate means 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 determined by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. View More Arrow
Found in Egalet Corp contract
Manner of Exercise. (a) The Optionee may 4.1 Stock Option Exercise Agreement. To exercise this Stock Option only Option, Participant (or in the following manner: case of exercise after Participant's death or incapacity, Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee 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 (the "Exercise Agreement"), which shall set forth, inter alia, (i) Participant's election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify Option, (ii) the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee being purchased, (iii) any restrictions imposed on the open market or that are beneficially owned by the Optionee Shares and are not then subject (iv) any representations, warranties and agreements regarding Participant's investment intent and access to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) by Company to comply with applicable securities laws. If someone other than Participant exercises 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 Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay exercise the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee 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. all of the restrictions contained herein as if such person were the Participant. 2 4.2 Limitations on Exercise. The transfer to the Optionee 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. The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Option is then exercisable. 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 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 Participant; (b) by previously-owned shares of Stock through the attestation method, the number surrender of shares of the Company's Common Stock transferred to that (i) either (A) the Optionee upon 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 (B) were obtained by Participant in the open public market; and (ii) are clear of Stock. all liens, claims, encumbrances or security interests; (c) The by waiver of compensation due or accrued to Participant for services rendered; (d) provided that a public market for the Company's stock exists: (i) through a "same day sale" commitment from Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company, or (ii) through a "margin" commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (e) any other form of consideration approved by the Committee; or (f) by any combination of the foregoing. 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Participant 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 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 Fair Market Value equal to the excess, minimum amount of taxes required to be withheld; but in no event will the Company withhold Shares if positive, such withholding would result in adverse accounting consequences to the Company. In such case, the Company shall issue the net number of Shares to the Fair Market Value Participant by deducting the Shares retained from the Shares issuable upon exercise. 4.5 Issuance of Shares. Provided that the Option Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares being exercised over registered in the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. name of Participant, Participant's authorized assignee, or Participant's legal representative, and shall deliver certificates representing the Shares with the appropriate legends affixed thereto. View More Arrow
Found in GoPro, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1 Election to Exercise. To exercise this Stock Option only the Option, the Participant (or in the following manner: from time to time on case of exercise after the Participant's death or prior incapacity, the Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Expiration Date Company a notice of this Stock Option, the Optionee may give written notice intent to exercise in a form designated by or reasonably acceptable to the Admin...istrator Committee. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option. 4.2 Payment of his or her election to purchase some or all Exercise Price. The entire Exercise Price of the Option Shares purchasable shall be payable in full at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one exercise, either, in cash or more of the following methods: (i) in cash, by certified or bank check at the time the Option is exercised, or such other instrument acceptable consideration as has been approved by the Committee consistent with the Plan. 4.3 Withholding. Prior to the Administrator; (ii) through the delivery (or attestation to the ownership) issuance of shares upon the exercise of Stock that have been purchased by the Optionee on Option, the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable Participant must make arrangements satisfactory to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee or provide for any applicable federal, state 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 local withholding obligations of the Company Company. The Participant may satisfy any federal, state 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 local tax withholding obligation relating to the exercise of the Option by any of the following means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock Options under the Plan and any subsequent resale of from the shares of Common 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 otherwise issuable to the Optionee upon Participant as a result of the exercise of the Option; provided, however, that no shares of Common Stock Option are withheld with a value exceeding the maximum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. The Company has the right to withhold from any compensation paid to a Participant. 4.4 Issuance of Shares. Provided that the exercise notice and payment are in form and substance satisfactory to the Company, the Company shall be net issue the shares of Common Stock registered in the name of the Participant, the Participant's authorized assignee, or the Participant's legal representative, and shall deliver certificates representing 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. appropriate legends affixed thereto. View More Arrow
Found in Bespoke Extracts, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1 Stock Option Exercise Agreement. To exercise this Stock Option only Option, Participant (or in the following manner: case of exercise after Participant's death or incapacity, Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee 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 (the "Exercise Agreement"), which shall set forth, inter alia, (i) Participant's election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify Option, (ii) the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee being purchased, (iii) any restrictions imposed on the open market or that are beneficially owned by the Optionee Shares and are not then subject (iv) any representations, warranties and agreements regarding Participant's investment intent and access to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) by Company to comply with applicable securities laws. If someone other than Participant exercises 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 Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay exercise the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee 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 the Optionee on the records all 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 restrictions contained herein or in as if such person were 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 Participant. 4.2 Limitations on Exercise. The Option may require to satisfy itself that the issuance of Stock to not be purchased pursuant to the exercised unless such exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be is in compliance with all applicable laws federal and regulations. In state securities laws, as they are in effect on the event date of exercise. The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Optionee chooses to pay Option is then exercisable. 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the purchase price Exercise Price for the shares being purchased in cash (by check or wire transfer of immediately available funds), or where permitted by previously-owned shares of Stock through the attestation method, the number law: (a) by surrender of shares of the Company's Common Stock transferred to that (i) either (A) the Optionee upon 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 (B) were obtained by Participant in the open public market, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules; and (ii) are clear of Stock. all liens, claims, encumbrances or security interests; (b) by waiver of compensation due or accrued to Participant for services rendered; (c) The provided that a public market for the Company's stock exists: (i) through a "same day sale" commitment from Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company, or (ii) through a "margin" commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or (d) any other form of consideration approved by the Committee; or (e) by any combination of the foregoing. 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable federal, state and local withholding obligations of the Company. Participant authorizes the Company to withhold any of such amounts from any other payments made or due from the Company to the Participant. If the Committee permits, the payment of withholding taxes upon exercise of the Option may be made by the Company retaining the minimum number of shares 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 Fair Market Value equal to the excess, amount of taxes required to be withheld; but in no event will the Company withhold Shares if positive, such withholding would result in adverse accounting consequences to the Company. In such case, the Company shall issue the net number of Shares to the Fair Market Value Participant by deducting the Shares retained from the Shares issuable upon exercise. 4.5 Issuance of Shares. Provided that the Option Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares being exercised over registered in the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. name of Participant, Participant's authorized assignee, or Participant's legal representative, and shall deliver certificates representing the Shares with the appropriate legends affixed thereto. View More Arrow
Found in Couchbase, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1 Stock Option Exercise Agreement. To exercise this Stock Option only Option, Participant (or in the following manner: case of exercise after Participant's death or incapacity, Participant's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee 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 (the "Exercise Agreement"), which shall set forth, inter alia, (i) Participant's election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify Option, (ii) the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee being purchased, (iii) any restrictions imposed on the open market or that are beneficially owned by the Optionee Shares and are not then subject (iv) any representations, warranties and agreements regarding Participant's investment intent and access to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; (iii) by Company to comply with applicable securities laws. If someone other than Participant exercises 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 Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to pay exercise the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee 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. all of the restrictions contained herein as if such person were the Participant. 4.2 Limitations on Exercise. The transfer to the Optionee 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. The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Option is then exercisable. 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 to the Participant; (b) by surrender of shares of the transfer agent Company's Common Stock that (i) either (A) have been owned by Participant and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with 15 respect to such shares); or (B) were obtained by Participant in the open public market; and (ii) are clear of all liens, claims, encumbrances or security interests; (c) by waiver of compensation due or accrued to Participant for services rendered; (d) any other form of consideration approved by the Committee; or (e) by any combination of the foregoing. 4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Participant may provide for payment of withholding taxes upon exercise 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 requesting that the Company may require to satisfy itself that retain 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 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 Fair Market Value equal to the excess, minimum amount of taxes required to be withheld; but in no event will the Company withhold Shares if positive, such withholding would result in adverse accounting consequences to the Company. In such case, the Company shall issue the net number of Shares to the Fair Market Value Participant by deducting the Shares retained from the Shares issuable upon exercise. 4.5 Issuance of Shares. Provided that the Option Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares being exercised over registered in the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. name of Participant, Participant's authorized assignee, or Participant's legal representative, and shall deliver certificates representing the Shares with the appropriate legends affixed thereto. View More Arrow
Found in AQUANTIA CORP contract