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
Found in ATOSSA GENETICS INC contract

Variations of a "Manner of Exercise" Clause from Business Contracts

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 with respect to which the Stock Option Shares is to be purchased. Payment exercised and the date of the purchase price for the Option Shares may exercise thereof (the "Exercise Date"), which shall 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 at least three (3) days after giving such notice unless an earlier time shall have been purchased by mutually agreed upon. On the Optionee on Exercise Date, 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 Participant (or his legal representative) shall deliver to the Company cash consideration with a value equal to the total Option Price of the Shares to be purchased, payable as follows: (a) cash, check, bank draft, or a check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Shares owned by the Participant on the Exercise Date, valued at their Fair Market Value on the Exercise Date, and acceptable which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (c) by requesting 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, withhold the number of shares of Stock transferred to the Optionee Shares otherwise deliverable upon the exercise of the Stock Option shall be net by the number of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred Shares having an aggregate Fair Market Value equal to the Optionee on aggregate Option Price at the records time of exercise (i.e., a cashless net exercise), 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 certificates for the Shares then being purchased to be delivered to the Participant or registered in his name promptly after the Exercise Date. The obligation of the Company to deliver or register the Shares 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 transfer agent Stock Option or the Shares upon compliance to any securities exchange or inter-dealer quotation system or under any state or federal law, or the satisfaction consent or approval of the Administrator with all requirements under applicable laws any governmental regulatory body, is necessary as a condition of, or regulations in connection with such issuance and with 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 issuance or purchase of Shares thereunder, then 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 Participant's Stock Option and the right to purchase such Optioned Shares may be forfeited by the Participant. 2 8. Nonassignability. The Stock Option is not assignable or transferable by the Participant except by will or by the laws of the Option Shares being exercised over the Option Exercise Price for such Option Shares, subject to any necessary tax withholding obligations. descent and distribution. View More
Found in U.S. GOLD CORP. 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 (the "Exercise Notice") setting ...forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be purchased. Payment exercised, the date of exercise thereof (the "Exercise Date"). 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 and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required Participant on the Exercise Date, valued at its Fair Market Value on 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 Company to pay the option purchase price, provided that Committee in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of Restricted Stock are tendered as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price consideration for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of a Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the Option, a number of shares of Common Stock transferred to the Optionee issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock so tendered. 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 his death), but shall not issue certificates for such Common Stock unless the Participant or such other person requests delivery of certificates for such Common Stock in accordance with Section 8.3(c) of the shares attested to. (b) Plan. The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records 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 transfer agent Stock Option or the Common Stock upon compliance 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 Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the satisfaction Committee. If the Participant fails to pay for any of the Administrator with all requirements under applicable laws Optioned Shares specified in such notice within three (3) business days of the date in the Exercise Notice or regulations fails to accept delivery thereof, then the Exercise Notice shall be null and void and the Company will have no obligation to deliver any shares of Common Stock to the Participant 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. Notice. View More
Found in PHASERX, 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 Shares is to be purchased. Payment exercised, the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the 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 Company to pay the option purchase price, provided that Committee in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of Restricted Stock are tendered as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price consideration for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of a Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the Option, a number of shares of Common Stock transferred to the Optionee issued upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred equal to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect of Restricted Stock used as consideration therefor shall be subject to which this the same restrictions and provisions as the Restricted Stock so tendered. 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 name (or the person exercising the Participant's Stock Option in the event of his 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 Section 8.3(c) of the Plan and in accordance with the procedures established by the Committee. The obligation of the Company to register or deliver shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised is necessary as a condition of, or in connection with, the total number Stock Option or the issuance or purchase of shares subject to exercise under this of Common Stock thereunder, then the Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Committee. If the 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
Found in InspireMD, 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. 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; 2 (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 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/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 a duly authorized transfer agent, or other appropriate means as determined by the transfer agent Company. 3 5. No Right to Continued Employment; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Consultant or Director 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 Company. Further, nothing in the Plan or in this Agreement shall be construed to limit the discretion of the Company to terminate the Participant's Continuous Service at any other agreement time, with or provision without Cause. The Participant shall not have any rights as a shareholder 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
Found in Alopexx, 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 Shares is to be purchased. Payment exercised, the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the 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 Company to pay the option purchase price, provided that Committee in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of Restricted Stock are tendered as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price consideration for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of a Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the Option, a number of shares of Common Stock transferred to the Optionee issued upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred equal to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect of Restricted Stock used as consideration therefor shall be subject to which this the same restrictions and provisions as the Restricted Stock so tendered. 2 Upon payment of all amounts due from the Participant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Participant (or the person exercising the Participant's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Participant's name (or the name of the person exercising the Participant's Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised is necessary as a condition of, or in connection with, the total number Stock Option or the issuance or purchase of shares subject to exercise under this of Common Stock thereunder, then the Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver 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), specified in such notice or fails to accept delivery thereof, then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, that portion of the Fair Market Value of 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
Found in Alliqua BioMedical, 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. 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; 2 (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. 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 a duly authorized transfer agent, or other appropriate means as determined by the transfer agent Company. 3 5. No Right to Continued Employment; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Consultant or Director 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 Company. Further, nothing in the Plan or in this Agreement shall be construed to limit the discretion of the Company to terminate the Participant's employment or service with the Company at any other agreement time, with or provision without Cause. The Participant shall not have any rights as a shareholder 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 such Shares, or 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 Shares 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
Found in 4 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, 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 loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that Committee in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of Restricted Stock are tendered as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price consideration for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of a Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the Option, a number of shares of Common Stock transferred to the Optionee issued upon the exercise of the Stock Option shall be net of the shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred equal to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect of Restricted Stock used as consideration therefor shall be subject to which this the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Participant (or the person exercising the Participant's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Participant's name (or the name of the person exercising the Participant's Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised is necessary as a condition of, or in connection with, the total number Stock Option or the issuance or purchase of shares subject to exercise under this of Common Stock thereunder, then the Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver 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), specified in such notice or fails to accept delivery thereof, then in lieu of tendering the Option Exercise Price and issuance of such Option Shares, the Optionee shall be permitted to effect a "net exercise" for cash by directing the Company to deliver a dollar amount equal to the excess, if positive, that portion of the Fair Market Value of 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
Found in Alliqua BioMedical, 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"), 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 Company to pay the option purchase price, provided that Committee in its sole discretion. In the event the Optionee chooses to pay the option purchase price that shares of Restricted Stock are tendered as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company's receipt from the Optionee of the full purchase price consideration for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of a Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the Option, a number of shares of Common Stock transferred to the Optionee issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock so tendered. If the Participant fails to deliver the consideration described herein within three (3) business days of the shares attested to. (b) The date of the Exercise Notice, then the Exercise Notice shall be null and void, and the Company will have no obligation to deliver any shares of Common 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 Participant in connection with such issuance Exercise Notice Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant's name (or the name of the person exercising the Participant's Stock Option in the event of his death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Participant (or the person exercising the Participant's Stock Option in the event of his death) requests delivery of the certificates for the Common Stock in writing and in accordance with the requirements hereof and procedures established by the Committee. The Company shall deliver the certificates as soon as administratively practicable following the Company's receipt of the Plan. The determination written request from the Participant (or the person exercising the Participant's Stock Option in the event of his death) for delivery of the Administrator as to such compliance shall be final and binding on the Optionee. certificates. 3 The Optionee shall not be deemed to be the holder of, or to have any obligation of the rights of a holder with respect to, any shares of Stock subject Company to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company register 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 deliver such shares of Stock. (c) The minimum number Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares with respect to which this of Common Stock thereunder, then the 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
Found in AquaMed Technologies, Inc. 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 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 O...ption 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 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 by the delivery of the Exercise Notice to the Company setting forth the number of shares Shares with respect to which this the Stock Option is being exercised 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. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total number Exercise Price of shares the Shares to be purchased, payable as follows: cash, cashier's check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Participant (or the person exercising the Participant's Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver Shares shall, however, be subject to exercise under this the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option at or the time. (d) Notwithstanding Optioned Shares upon any other provision hereof securities exchange 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 Plan, no portion of this Stock Option shall or the issuance or purchase of Shares thereunder, then the Stock Option may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Company. If the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Stock Option, and right to purchase such Optioned Shares may be forfeited by the Participant. -3- 8. Nonassignability. The Stock Option Shares upon exercise (including, for example, if there are insufficient shares under is not assignable or transferable by the Plan at Participant except by will or by the time laws of exercise), then in lieu of tendering the Option Exercise Price descent 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. distribution. View More
Found in InspireMD, Inc. 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 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 O...ption 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 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 by the delivery of the Exercise Notice to the Company setting forth the number of shares Shares with respect to which this the Stock Option is being exercised 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. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total number Exercise Price of shares the Shares to be purchased, payable as follows: cash, cashier's check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Participant (or the person exercising the Participant's Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver Shares shall, however, be subject to exercise under this the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option at or the time. (d) Notwithstanding Optioned Shares upon any other provision hereof securities exchange 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 Plan, no portion of this Stock Option shall or the issuance or purchase of Shares thereunder, then the Stock Option may not be exercisable after the Expiration Date hereof. Notwithstanding any other provision hereof or of the Plan, if upon the exercise of this Stock Option, exercised in whole or in part, part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company cannot deliver Company. If the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Stock Option, and right to purchase such Optioned Shares may be forfeited by the Participant. 8. Nonassignability. The Stock Option Shares upon exercise (including, for example, if there are insufficient shares under is not assignable or transferable by the Plan at Participant except by will or by the time laws of exercise), then in lieu of tendering the Option Exercise Price descent 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. distribution. View More
Found in InspireMD, Inc. contract