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 -2- 5.1 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 Administrator. If someone other than the Participant exercises the Op...tion, 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. 5.2 Payment of his or her election to purchase some or all Exercise Price. The entire Exercise Price of the Option Shares purchasable being acquired shall be payable in full at the time of such notice. This notice shall specify exercise to the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made extent permitted by one applicable statutes and regulations, either: (a) in cash or more of the following methods: (i) in cash, by certified or bank check at the time the Option is exercised; or (b) in the discretion of the Administrator, upon such terms as the Administrator shall approve including the below: (i) by delivery to the Company of other instrument Shares, duly endorsed for transfer to the Company, with an aggregate Fair Market Value on the date of delivery equal to the aggregate Exercise Price (or portion thereof) due for the number of Shares being acquired, or by means of attestation, whereby the Participant identifies for delivery specific Shares that have a Fair Market Value on the date of attestation equal to the aggregate 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; (ii) through a "cashless exercise program" established with a broker; (iii) by reduction in the number of Shares otherwise deliverable upon exercise of this Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; (iv) by any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the Administrator; (ii) through the delivery (or attestation Administrator. 5.3 Withholding. Prior to the ownership) issuance of shares 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 Stock Options under the Plan and Option by any subsequent resale of the shares following means: (a) tendering a cash payment; (b) in the discretion of Stock will be in compliance with applicable laws and regulations. In the event Administrator, authorizing the Optionee chooses Company to pay withhold Shares from the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred Shares otherwise issuable to the Optionee upon Participant as a result of the exercise of the Stock Option shall -3- Option; provided, however, that no Shares are withheld with a value exceeding the statutory maximum amount of tax required to be net withheld by law; or (c) in the discretion of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred Administrator, delivering to the Optionee on Company previously owned and unencumbered Shares. The Company also has the records right to withhold from any compensation paid to a Participant. 5.4 Issuance of Shares. Provided that the completed and signed exercise notice and payment are in form and substance satisfactory to the Company, the Company shall issue the Shares registered in the name of the Company Participant, the Participant's authorized assignee, or of the transfer agent upon compliance to Participant's legal representative, and shall deliver certificates representing the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and Shares with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More Arrow
Found in Gemphire Therapeutics 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 a notice of intent to exercise in the manner designated by the Committee or an executed stock option exercise agreement in such form as is approved by the Committee from time to time on or prior to (t...he "Exercise Agreement"), which shall set forth, inter alia: (a) the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her Director'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 Director'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. 2 If someone other than the Optionee delivering to Director exercises 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 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 extent permitted by applicable statutes and regulations, either: (a) in cash or by certified or bank check at the time the Option is exercised; or (b) in the event discretion of the Optionee chooses Committee (i) by delivery to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements Company 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 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"); (ii) through a "cashless exercise program" established with a broker; (iii) by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; (iv)) by any combination of the foregoing methods; or (f) in any other form of legal consideration that may be acceptable to the Committee. 4.3 Withholding. As a condition to the issuance of any shares of Common Stock subject to the Option, the Company may withhold, or require the Director to pay or reimburse the Company for, any taxes which the Company determines are required to be withheld under federal, state or local law in connection with the exercise of the Option. 4.4 Issuance of Shares. Provided that the exercise notice or Exercise Agreement and payment are in form and substance satisfactory to the Company, the Company shall issue the shares of Common Stock Option shall be net registered in the name of the Director, the Director's authorized assignee, or the Director'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 Onfolio 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 an executed stock option exercise agreement in such form as is approved by the Committee from time to time on or prior to (the "Exercise Agreement"), which shall include: (a) the Expiration D...ate of this Stock Option, the Optionee may give written notice 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; 2 (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 verifying that such person has the legal right to exercise 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 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) by delivery to the Company of other shares of Common Stock, duly endorsed for transfer to the Company, with a properly executed exercise notice together with Fair Market Value on the date of delivery equal to the aggregate Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares that have a Fair Market Value on the date of attestation equal to the aggregate Option 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) if the Common Stock is listed on any established stock exchange or a national market system, through the delivery of irrevocable instructions to a broker to deliver promptly deliver to the Company cash an amount equal to the exercise price (i.e., by means of a "cashless" exercise procedure); (d) by reduction in the number of 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; (e) by any combination of the foregoing methods; or a check payable and (f) in any other form of legal consideration that may be acceptable to the Committee. 4.3 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. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of tax required to be withheld by law; (c) delivering to the Company previously owned and unencumbered shares of Common Stock; or (d) if the Common Stock is listed on any established stock exchange or a national market system, through the delivery of irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the tax required to be withheld by law (i.e., by means of a "cashless" exercise procedure) 3 The Company has the right to withhold from any compensation paid to a Participant. 4.4 Issuance of Shares. Provided that the Exercise Agreement 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 AUDIOEYE INC contract
Manner of Exercise. (a) The Optionee may 5.1 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 Administrator. 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. 5.2 Payment of his or her election to purchase some or all Exercise Price. The entire Exercise Price of the Option Shares purchasable being acquired shall be payable in full at the time of such notice. This notice shall specify exercise to the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made extent permitted by one applicable statutes and regulations, either: (a) in cash or more of the following methods: (i) in cash, by certified or bank check at the time the Option is exercised; or (b) in the discretion of the Administrator, upon such terms as the Administrator shall approve including the below: (i) by delivery to the Company of other instrument Shares, duly endorsed for transfer to the Company, with an aggregate Fair Market Value on the date of delivery equal to the aggregate Exercise Price (or portion thereof) due for the number of Shares being acquired, or by means of attestation, whereby the Participant identifies for delivery specific Shares that have a Fair Market Value on the date of attestation equal to the aggregate 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; (ii) through a "cashless exercise program" established with a broker; (iii) by reduction in the number of Shares otherwise deliverable upon exercise of this Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; (iv) by any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the Administrator; (ii) through the delivery (or attestation Administrator. -3- 5.3 Withholding. Prior to the ownership) issuance of shares 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 Stock Options under the Plan and Option by any subsequent resale of the shares following means: (a) tendering a cash payment; (b) in the discretion of Stock will be in compliance with applicable laws and regulations. In the event Administrator, authorizing the Optionee chooses Company to pay withhold Shares from the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred Shares otherwise issuable to the Optionee upon Participant as a result of the exercise of the Stock Option shall Option; provided, however, that no Shares are withheld with a value exceeding the statutory maximum amount of tax required to be net withheld by law; or (c) in the discretion of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred Administrator, delivering to the Optionee on Company previously owned and unencumbered Shares. The Company also has the records right to withhold from any compensation paid to a Participant. 5.4 Issuance of Shares. Provided that the completed and signed exercise notice and payment are in form and substance satisfactory to the Company, the Company shall issue the Shares registered in the name of the Company Participant, the Participant's authorized assignee, or of the transfer agent upon compliance to Participant's legal representative, and shall deliver certificates representing the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and Shares with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, in whole or in part, the Company cannot deliver any of the Option Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, of the Fair Market Value of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. appropriate legends affixed thereto. View More Arrow
Found in Gemphire Therapeutics Inc. contract
Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to adopt, the Expiration Date Stock Option may be exercised by the delivery of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shar...es of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be purchased. Payment exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the purchase price for shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the Option Shares may be made by one or more order of the following methods: (i) Company; (b) if the Company, in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of its sole discretion, so consents in writing, Common Stock that have been purchased by the Optionee on the open market or that are beneficially (including Restricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and are which the Participant has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by the Administrator; (iii) delivery (including by the Optionee delivering FAX) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to pay be registered in the option purchase price, provided that Participant's name (or the person exercising the Participant's Stock Option in the event of the Optionee chooses to pay Participant's death) promptly after 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. Exercise Date. The transfer to the Optionee on the records obligation of the Company or to register shares of Common Stock shall, however, be subject to 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 condition that, if at any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by time the Company of any agreement, statement or other evidence shall determine in its discretion 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 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 Committee. If the Participant fails to pay for any of the Option Optioned Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then specified in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted notice or fails to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, accept delivery thereof, that portion of the Fair Market Value of Participant's Stock Option and the Option right to purchase such Optioned Shares being exercised over may be forfeited by the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. Participant. View More Arrow
Found in DropCar, 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 an executed stock option exercise agreement in such form as is approved by the Committee from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give writt...en notice to the Administrator of his or her (the "Exercise Agreement"), which shall set forth, inter alia: (a)the Participant's election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the 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 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 a broker to promptly deliver the 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)by delivery to the Company cash of other shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares that have a check payable Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receives a number of shares equal to the difference between the number of shares thereby purchased and the number of identified attestation shares (a "Stock for Stock Exchange"); (c)through a "cashless exercise program" established with a broker; (d)by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; (e)by any combination of the foregoing methods; or (f)in any other form of legal consideration that may be acceptable to the Committee. 4.3 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. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means: (a)tendering a cash payment; (b)authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c)delivering to the Company previously owned and unencumbered shares of Common Stock. (d)The Company has the right to withhold state, local and federal taxes 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 MARIZYME 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 Committee or an executed stock option exercise agreement in such form as is approved by the Committee from time to time on or pr...ior to (the "Exercise Agreement"), which shall set forth, inter alia: (a) the Expiration Date of this Stock Option, the Optionee may give written notice 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 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 a broker to promptly deliver the extent permitted by applicable statutes and regulations, either: (a) in cash or by certified or bank check at the time the Option is exercised; or (b) in the discretion of the Committee (i) by delivery to the Company cash of other shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares that have a check payable Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receives a number of shares equal to the difference between the number of shares thereby purchased and the number of identified attestation shares (a "Stock for Stock Exchange"); (ii) through a "cashless exercise program" established with a broker; (iii) by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; (iv)) by any combination of the foregoing methods; or (f) in any other form of legal consideration that may be acceptable to the Committee. 2 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 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 or Exercise Agreement 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 Onfolio 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 an executed stock option exercise agreement in such form as is approved by the Committee from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give writt...en notice to the Administrator of his or her (the "Exercise Agreement"), which shall set forth, inter alia: (a)the Participant's election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the 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. 2 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 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 a broker to promptly deliver the 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) by delivery to the Company cash of other shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares that have a check payable Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receives a number of shares equal to the difference between the number of shares thereby purchased and the number of identified attestation shares (a "Stock for Stock Exchange"); (c)through a "cashless exercise program" established with a broker; (d)by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; (e)by any combination of the foregoing methods; or (f)in any other form of legal consideration that may be acceptable to the Committee. 4.3 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. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means: 3 (a)tendering a cash payment; (b)authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c)delivering to the Company previously owned and unencumbered shares of Common Stock. The Company has the right to withhold from any compensation paid to a Participant. 4.4 Issuance of Shares. Provided that the Exercise Agreement 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 INTELLINETICS, 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 an executed stock option exercise agreement in such form as is approved by the Committee from time to time on or prior to (the "Exercise Agreement"), which shall set forth, inter alia: (a) th...e Expiration Date of this Stock Option, the Optionee may give written notice 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. 2 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 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 a broker to promptly deliver the 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) by delivery to the Company cash of other Shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of Shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific Shares that have a check payable Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receives a number of Shares equal to the difference between the number of Shares thereby purchased and the number of identified attestation Shares (a "Stock for Stock Exchange"); (c) through a "cashless exercise program" established with a broker; (d) by reduction in the number of Shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; (e) by any combination of the foregoing methods; or (f) in any other form of legal consideration that may be acceptable to the Committee. 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. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means: (a) tendering a cash payment; (b) authorizing the Company to withhold Shares of Common Stock from the Shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no Shares of Common Stock are withheld with a value exceeding the 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 the Participant. 3 4.4 Issuance of Shares. Provided that the Exercise Agreement 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 2 Contracts from BioRestorative Therapies, Inc.
Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to adopt, the Expiration Date Stock Option may be exercised by the delivery of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shar...es of Common Stock with respect to which the Stock Option Shares is to be purchased. Payment exercised and the date of exercise thereof (the "Exercise Date"), which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the purchase price for shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the Option Shares may be made by one or more order of the following methods: (i) Company; (b) if the Company, in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of its sole discretion, so consents in writing, Common Stock that have been purchased by the Optionee on the open market or that are beneficially (including Restricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and are which the Participant has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by the Administrator; (iii) delivery (including by the Optionee delivering FAX) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and acceptable loan proceeds necessary to pay such purchase price; (d) by requesting the Company to pay withhold the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements number of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records shares otherwise deliverable upon exercise of the Company or of the transfer agent of the Stock Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Common Stock transferred having an aggregate Fair Market Value equal to the Optionee upon aggregate Option Price at the time of exercise (i.e., a cashless net exercise), and/or (e) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. 2 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 name (or the person exercising the Participant's Stock Option in the event of the Participant's death) promptly after the Exercise Date. The obligation of the Company to register 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 Committee. If the Participant fails to pay for any of the Option Optioned Shares upon exercise (including, for example, if there are insufficient shares under the Plan at the time of exercise), then specified in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted notice or fails to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, accept delivery thereof, that portion of the Fair Market Value of Participant's Stock Option and the Option right to purchase such Optioned Shares being exercised over may be forfeited by the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. Participant. View More Arrow
Found in DropCar, Inc. contract