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 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 or its designated agent a notice of this Stock intent to exercise in the manner designated by the Administrator. If someone other than the Participant e...xercises 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. (b) 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 of the purchase price and any withholding taxes for the Option Shares may shall be made by one or more of the following methods: payable: (i) in cash, cash or by certified or bank check or other instrument acceptable check; 2 (ii) with the approval of the Administrator, by withholding shares of Stock subject to the Administrator; (ii) through Option, by delivering shares of Stock owned by the delivery (or Participant or by attestation (on a form prescribed by the Administrator) to the ownership) ownership of shares of Stock that (in each case, such shares of Stock shall have been purchased by the Optionee an aggregate Fair Market Value 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 date of exercise equal to the Company Option Price); (iii) in cash, on the settlement date that occurs after the exercise date specified in the notice of exercise, provided that the Participant exercises the Option through an irrevocable agreement with a properly executed exercise notice together registered broker and the payment is made in accordance with irrevocable instructions to a broker to promptly deliver procedures permitted by Regulation T of the Federal Reserve Board and such procedures do not violate applicable law; or (iv) by such other method as the Administrator may approve, to the Company cash or a check payable and acceptable extent permitted by applicable law. (c) Withholding. If the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the exercise of the 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, or the Company may deduct from other wages paid to the Participate the amount of any withholding taxes due with respect to such Grants. (d) 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 International Money Express, Inc. contract
Manner of Exercise. (a) The Optionee may 4.1 Election to Exercise. To exercise this Stock Option only the Option, the Director (or in the following manner: case of exercise after the Director's death or incapacity, the Director's executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement substantially in the form attached hereto as Appendix A and in such form as is approved by the Committee from time to time on or prior (the "Exercise Agreem...ent"). If someone other than the Director exercises the Option, then such person must submit documentation reasonably acceptable to the Expiration Date Company verifying that such person has the legal right to exercise the Option. 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 exercise to the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made extent permitted by one applicable statutes and regulations, either: (a) in cash or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to at the Administrator; (ii) through time the Option is exercised; (b) by 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 shares of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The Common Stock, duly endorsed for transfer to the Optionee Company, with a Fair Market Value on the records date 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 delivery equal 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, Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of Stock transferred attestation whereby the Director identifies for delivery specific shares that have a Fair Market Value on the date of attestation equal to the Optionee upon Exercise Price (or portion thereof) and receives a number of shares equal to the difference between the number of shares thereby purchased and the number of identified attestation shares (a "Stock for Stock Exchange"); (c) through a "cashless exercise program" established with a broker; (d) by reducing the number of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased otherwise deliverable upon exercise of this Stock such 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 by 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 an aggregate Fair Market Value equal 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 aggregate Exercise Price at the time of exercise), then exercise; (e) by any combination of the foregoing methods; or (f) in lieu any other form of tendering legal consideration that may be acceptable to the Option Committee. 4.3 Issuance of Shares. Provided that the Exercise Price Agreement and issuance of such Option Shares, payment are in form and substance satisfactory to the Optionee shall be permitted to effect a "net exercise" for cash by directing Company, the Company to deliver a dollar amount equal to shall issue the excess, if positive, shares of Common Stock registered in the name of the Fair Market Value of Director, the Option Shares being exercised over Director's authorized assignee, or the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. Director's legal representative, and shall deliver certificates representing the shares with the appropriate legends affixed thereto. View More Arrow
Found in Lightwave Logic, Inc. contract
Manner of Exercise. (a) The Optionee may 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 or its designated agent a notice of this Stock intent to exercise in the manner designated by the Administrator. If someone other than the Participant e...xercises the Option, the Optionee may give written notice then such person must submit documentation reasonably acceptable to the Administrator Company verifying that such person has the legal right to exercise the Option. 2 (b) 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 of the purchase price and any withholding taxes for the Option Shares may shall be made by one or more of the following methods: payable: (i) in cash, cash or by certified or bank check or other instrument acceptable check; (ii) with the approval of the Administrator, by withholding shares of Stock subject to the Administrator; (ii) through Option, by delivering shares of Stock owned by the delivery (or Participant or by attestation (on a form prescribed by the Administrator) to the ownership) ownership of shares of Stock that (in each case, such shares of Stock shall have been purchased by the Optionee an aggregate Fair Market Value 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 date of exercise equal to the Company Option Price); (iii) in cash, on the settlement date that occurs after the exercise date specified in the notice of exercise, provided that the Participant exercises the Option through an irrevocable agreement with a properly executed exercise notice together registered broker and the payment is made in accordance with irrevocable instructions to a broker to promptly deliver procedures permitted by Regulation T of the Federal Reserve Board and such procedures do not violate applicable law; or (iv) by such other method as the Administrator may approve, to the Company cash or a check payable and acceptable extent permitted by applicable law. (c) Withholding. If the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the exercise of the 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, or the Company may deduct from other wages paid to the Participate the amount of any withholding taxes due with respect to such Grants. (d) 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 International Money Express, Inc. contract
Manner of Exercise. (a) The Optionee may 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 or its designated agent a notice of this Stock intent to exercise in the manner designated by the Administrator. If someone other than the Participant e...xercises 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. (b) 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 of the purchase price and any withholding taxes for the Option Shares may shall be made by one or more of the following methods: payable: (i) in cash, cash or by certified or bank check or other instrument acceptable check; (ii) with the approval of the Administrator, by withholding shares of Stock subject to the Administrator; (ii) through Option, by delivering shares of Stock owned by the delivery (or Participant or by attestation (on a form prescribed by the Administrator) to the ownership) ownership of shares of Stock that (in each case, such shares of Stock shall have been purchased by the Optionee an aggregate Fair Market Value 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 date of exercise equal to the Company Option Price); (iii) in cash, on the settlement date that occurs after the exercise date specified in the notice of exercise, provided that the Participant exercises the Option through an irrevocable agreement with a properly executed exercise notice together registered broker and the payment is made in accordance with irrevocable instructions to a broker to promptly deliver procedures permitted by Regulation T of the Federal Reserve Board and such procedures do not violate applicable law; or (iv) by such other method as the Administrator may approve, to the Company cash or a check payable and acceptable extent permitted by applicable law. (c) Withholding. If the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the exercise of the 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, or the Company may deduct from other wages paid to the Participate the amount of any withholding taxes due with respect to such Grants. (d) 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 International Money Express, 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, intent to exercise (the "Exercise Notice"), which shall set forth, inter alia: (a) the Optionee may give written noti...ce to the Administrator of his or her 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; (b) 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 Common Stock that have been purchased by the Optionee being purchased; (c) any restrictions imposed on the open market or that are beneficially owned by shares; and (d) any representations, warranties and agreements regarding the Optionee Participant's investment intent and are not then subject 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 the Optionee delivering Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company a properly executed verifying that such person has the legal right to exercise notice together with irrevocable instructions to a broker to promptly deliver the Option. 4.2 Payment of Exercise Price. The entire Exercise Price of the Option shall be payable in full at the time of exercise to the Company extent permitted by applicable statutes and regulations, either: (a) in cash or by certified or bank check at the time the Option is exercised; (b) if the Company's common stock is listed on a check payable and acceptable national securities exchange or the OTCQB, by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value (which shall equal the average of the closing price for the five trading days prior to the date of the Exercise Notice) to the date of the equal to the aggregate Exercise Price at the time of exercise; or (c) by any combination of the foregoing methods; or 4.3 Withholding. Prior to the issuance of shares upon the exercise of the 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. 4.4 Issuance of Shares. Provided that the Exercise Notice and payment are in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee form 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 substance satisfactory to the Optionee on the records of Company, 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 shall issue the shares of Common Stock will be registered 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 name of the Stock Option Participant, the Participant's authorized assignee, or the Participant's legal representative, and shall be net of 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 Q BioMed Inc. contract
Manner of Exercise. (a) The Optionee may 4.1Election 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 Board or 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. 4.2Payment 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 exercise. The Exercise Price shall specify be paid, to the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made extent permitted by one Applicable Laws, either (a) in cash or more of the following methods: (i) in cash, by certified or bank check at the time the Option is exercised; (b) in accordance with a cashless exercise program established with a securities brokerage firm; or (c) in the discretion of the Committee, upon such terms as the Committee shall approve, by reduction in the number of Ordinary Shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Option Exercise Price at the time of exercise; or (d) in any other instrument form of legal consideration that may be acceptable to the Administrator; (ii) through the delivery (or attestation Committee. 4.3Withholding. Prior to the ownership) issuance of shares upon the exercise of Stock that have been purchased by the Optionee on Option, the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable Participant must make arrangements satisfactory to the Company to pay or provide for any applicable 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. 4.4Issuance of Shares. Provided that the exercise notice and payment are in compliance with this Agreement 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 a duly authorized transfer agent, or other appropriate means as determined by the transfer agent of Company. No fractional Ordinary Shares shall be issued or delivered pursuant to this Agreement. The Committee shall determine whether any fractional shares should be rounded, forfeited or otherwise eliminated. 5 5.No Right to Continued Employment; No Rights as Shareholder. This Agreement shall not confer upon the Option Shares will Participant any right to 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 retained in any other agreement position, as an Employee, Consultant 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 Director of the Company or its Affiliates. Further, nothing in this Agreement shall be construed to limit the discretion of the transfer agent upon compliance Company to terminate the satisfaction of the Administrator Participant's Continuous Service at any time, with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. without Cause. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee Participant shall not be deemed to be the holder of, or to have any of the rights of as 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 shareholder with respect to such shares any Ordinary Shares subject to the Option prior to the date of Stock. (c) The minimum number exercise of shares with respect to which this Stock Option may be exercised at any one time the Option, and no adjustment shall be 100 shares, unless made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the number of shares with respect to which this Stock Option record date 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 prior to the excess, if positive, of the Fair Market Value of the Option date such Ordinary Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. are issued, except as provided in Section 7.1 hereof. View More Arrow
Found in Wave Life Sciences Ltd. contract
Manner of Exercise. (a) The Optionee may 4.1Election 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. 4.2Payment 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, (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. 4.3Withholding. 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 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. The Company has the right to withhold from any compensation paid to a Participant. 4.4Issuance of Shares. Provided that the exercise notice and payment are in form and substance satisfactory to the Company, the Company shall issue the shares of Common Stock registered in the event name of the Optionee chooses to pay Participant, the option purchase price as so provided, Participant's authorized assignee, or the Optionee and Participant's legal representative, which shall be evidenced by stock certificates representing the broker shall comply shares with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee appropriate legends affixed thereto, appropriate entry on the records books of the Company or of a duly authorized transfer agent, or other appropriate means as determined by the transfer agent of Company. 2 5. No Right to Continued Service; No Rights as Stockholder. Neither the Option Shares will Plan nor this Agreement shall confer upon the Participant any right to be contingent upon (i) retained in any position with the Company's receipt from the Optionee of the full purchase price for the Option Shares, Company, its Subsidiaries or its Affiliates as set forth above, (ii) the fulfillment of any an employee or other requirements contained herein or service provider. Further, nothing in the Plan or in this Agreement shall be construed to limit the discretion of the Company or any of its Subsidiaries or Affiliates to terminate the Participant's employment or other agreement service relationship at any time, with or provision without cause. The Participant shall not have any rights as a stockholder with respect to any shares of laws, Common Stock subject to the Option unless and (iii) until certificates representing the receipt shares have been issued by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise holder of Stock Options under the Plan and any subsequent resale of such shares, or the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee have otherwise been recorded on the records books of the Company or of the a duly authorized transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with as owned by such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. holder. View More Arrow
Found in Egalet Corp contract
Manner of Exercise. (a) The Optionee This Option shall be exercisable by delivery to the Company of an executed written Notice of Intent to Exercise Stock Option in such form or forms as may be approved by the Company (the "Exercise Agreement"), which shall set forth Optionee's election to 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) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee being purchased, any restrictions imposed on the open market or that are beneficially owned by the Optionee Shares and are not then subject such other representations and agreements regarding Optionee's investment intent and access to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; Company to comply with applicable securities laws. (b) Such Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased (i) in cash (by check or by wire transfer); (ii) provided that a public market for the Company's stock exists, through a "same day sale" commitment from Optionee and a broker-dealer approved by the Company that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby Optionee irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or (iii) by any combination of the foregoing. (c) Withholding Taxes. Regardless of any action the Company or Optionee's actual employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Optionee delivering acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related 2 Items legally payable by you from your wages or other cash compensation paid to Optionee by the Company and/or the Employer. With the Company's consent, these arrangements may also include, if permissible under local law, (i) withholding Shares that otherwise would be issued to Optionee when you exercise this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (ii) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a properly executed exercise notice together with irrevocable instructions voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization), or (iii) any other arrangement approved by the Company. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, will be applied as a broker to promptly deliver credit against the withholding taxes. Finally, Optionee shall pay to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided Employer any amount of Tax-Related Items 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 the Employer may be required to withhold as a result 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 Optionee's participation in the Plan or in any other agreement or provision Optionee's purchase of laws, and (iii) the receipt Shares that cannot be satisfied by the Company of any agreement, statement or other evidence that the means previously described. The Company may require refuse to satisfy itself that the issuance of Stock to be purchased pursuant to honor the exercise of Stock Options under and refuse to deliver the Plan and any subsequent resale of the shares of Stock will be in compliance Shares if Optionee fails to comply 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 Optionee's obligations in connection with the Tax-Related Items as described in this Section. (d) Issuance of Shares. Provided that such issuance notice and with payment are in form and substance satisfactory to counsel for the requirements hereof and of Company, the Plan. The determination of Company shall cause the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed Shares to be issued in the holder of, name of Optionee 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 Optionee's legal representative 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. assignee. View More Arrow
Found in NortonLifeLock contract
Manner of Exercise. (a) The Optionee This Option shall be exercisable by delivery to the Company of an executed written Notice of Intent to Exercise Stock Option in such form or forms as may be approved by the Company (the "Exercise Agreement"), which shall set forth Optionee's election to 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) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee being purchased, any restrictions imposed on the open market or that are beneficially owned by the Optionee Shares and are not then subject such other representations and agreements regarding Optionee's investment intent and access to any restrictions under any Company plan and that otherwise satisfy any holding periods information as may be required by the Administrator; Company to comply with applicable securities laws. (b) Such Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased (i) in cash (by check or by wire transfer); (ii) provided that a public market for the Company's stock exists, through a "same day sale" commitment from Optionee and a broker-dealer approved by the Company that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby Optionee irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or (iii) by any combination of the foregoing. (c) Withholding Taxes. Regardless of any action the Company or Optionee's actual employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, 2 payment on account or other tax-related withholding ("Tax-Related Items"), Optionee delivering acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to Optionee by the Company and/or the Employer. With the Company's consent, these arrangements may also include, if permissible under local law, (i) withholding Shares that otherwise would be issued to Optionee when you exercise this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (ii) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a properly executed exercise notice together with irrevocable instructions voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization), or (iii) any other arrangement approved by the Company. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, will be applied as a broker to promptly deliver credit against the withholding taxes. Finally, Optionee shall pay to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided Employer any amount of Tax-Related Items 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 the Employer may be required to withhold as a result 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 Optionee's participation in the Plan or in any other agreement or provision Optionee's purchase of laws, and (iii) the receipt Shares that cannot be satisfied by the Company of any agreement, statement or other evidence that the means previously described. The Company may require refuse to satisfy itself that the issuance of Stock to be purchased pursuant to honor the exercise of Stock Options under and refuse to deliver the Plan and any subsequent resale of the shares of Stock will be in compliance Shares if Optionee fails to comply 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 Optionee's obligations in connection with the Tax-Related Items as described in this Section. (d) Issuance of Shares. Provided that such issuance notice and with payment are in form and substance satisfactory to counsel for the requirements hereof and of Company, the Plan. The determination of Company shall cause the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed Shares to be issued in the holder of, name of Optionee 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 Optionee's legal representative 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. assignee. View More Arrow
Found in NortonLifeLock contract
Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Administrator 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 the number of Option Shares to be purc...hased. 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 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 setting forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Common Stock transferred with respect to which the Stock Option is to be exercised, the date of exercise thereof (the "Exercise Date") which shall be at least two (2) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Optionee upon Company consideration with a value equal to the exercise total Option Price of the shares to be purchased, payable in cash or by certified check in the manner prescribed in Article 8 of the Plan. 3 Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be registered in the Participant's e (or such person as designated in writing by the personal representative of the Participant's estate in the event of the Participant's death) promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in the Plan and in accordance with the procedures established by the Administrator. 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 shall be net or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the shares attested to. (b) The Stock Option or the issuance or purchase of shares of Common Stock purchased upon exercise of this Stock Option shall be transferred to thereunder, then 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 not be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Administrator. Subject to Section 8, If the Participant fails to pay for any of the Option Optioned Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then specified in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted notice or fails to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, accept delivery thereof, that portion of the Fair Market Value of Participant'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. Participant. View More Arrow
Found in 2 Contracts from InspireMD, Inc.