Grouped Into 26 Collections of Similar Clauses From Business Contracts
This page contains Method of Exercise clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Method of Exercise. (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company of an... amount equal to the aggregate Exercise Price for the number of Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by such certificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares described in this Warrant minus the number of such Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing.View More
Method of Exercise. (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company of an... amount equal to the aggregate Exercise Price for the number of Conversion Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Conversion Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Conversion Shares represented by such certificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Conversion Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Conversion Shares equal to the number of such Conversion Shares described in called for on the face of this Warrant minus the number of such Conversion Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, if the holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing.View More
Method of Exercise. (a) While Subject to the terms and conditions set forth herein, while this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, part (except for a Net Exercise as set forth in Section 4), the purchase rights evidenced hereby. Such exercise shall be effected Warrant by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its princi...pal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Warrant Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which such the Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal to the number of such Warrant Shares described in called for on the face of this Warrant minus the number of such Warrant Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions of Section 2, 2 if the holder Holder has not exercised this Warrant prior to the closing of a Corporate Transaction or an Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4, without any further action on behalf of the Holder Holder, immediately prior to such closing. View More
Method of Exercise. (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the vested purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Compan...y of an amount equal to the aggregate Exercise Price for the number of Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by such certificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of vested Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares described in this Warrant minus the number of such vested Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below. (d) Notwithstanding the provisions 2 4. Net Exercise. In lieu of Section 2, if the holder has not exercised exercising this Warrant for cash, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with notice of such election (a "Net Exercise"). A Holder who Net Exercises shall have the rights described in Sections 3(b) and 3(c) hereof, and the Company shall issue to such Holder a number of Shares computed using the following formula: Where X =The number of Shares to be issued to the Holder. Y =The number of vested Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the vested portion of the Warrant being cancelled (at the date of such calculation). A =The fair market value of one (1) Share (at the date of such calculation). B =The Exercise Price (as adjusted to the date of such calculation). For purposes of this Section 4, the fair market value of a Share shall mean the average of the closing prices of a share of Common Stock quoted in the over-the-counter market in which the Common Stock is traded or the closing price quoted on any exchange or electronic securities market on which the Common Stock is listed, whichever is applicable, as published in The Wall Street Journal for the thirty (30) trading days prior to the closing date of a Corporate Transaction determination of fair market value (or such shorter period of time during which the Common Stock was traded over-the-counter or on such exchange), multiplied (if applicable) by the number of shares of Common Stock issuable conversion of such Share. If the Common Stock is not traded on the over-the-counter market, an exchange or an Initial Public Offering, this Warrant electronic securities market, the fair market value shall automatically be deemed to the price per Share that the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued Shares, as such prices shall be exercised determined in full in good faith by the manner set forth in Section 4, without any further action on behalf Company's Board of the Holder immediately prior to such closing. Directors. View More
Method of Exercise. The Options shall be exercisable by a written notice which shall: (a) state the election to exercise the Options, the number of shares to be exercised, the person in whose name the stock certificate or certificates for such shares of common stock is to be registered, address and social security number of such person (or if more than one, the names, addresses and social security numbers of such persons); (b) if applicable, contain such representations and agreements as to the holder's investment ...intent with respect to such shares of common stock as set forth in Section 11 hereof; (c) be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Options; (d) be accompanied by full payment of the exercise price by tender to the Company of an amount equal to the exercise price multiplied by the number of underlying shares being purchased either in cash, by wire transfer, or by certified check or bank cashier's check, payable to the order of the Company; and (e) be accompanied by payment of any amount that the Company, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes. If the Optionee fails to make such payment in a timely manner, the Company may: (i) decline to permit exercise of the Options or (ii) withhold and set-off against compensation and any other amounts payable to the Optionee the amount of such required payment. Such withholding may be in the shares underlying the Options at the sole discretion of the Company. The certificate or certificates for shares of common stock as to which the Options shall be exercised shall be registered in the name of the person or persons exercising the Options.View More
Method of Exercise. The Options shall be exercisable by a written notice in the form attached to this Agreement, which shall: (a) state the election to exercise the Options, the number of shares to be exercised, the person in whose name the stock certificate or certificates for such shares of common stock is to be registered, address and social security number of such person (or if more than one, the names, addresses and social security numbers of such persons); (b) if applicable, contain such representations and a...greements as to the holder's investment intent with respect to such shares of common stock as set forth in Section 11 hereof; (c) be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Options; (d) 2 (b) be accompanied by full payment of the exercise price by tender to the Company of an amount equal to the exercise price multiplied by the number of underlying shares being purchased either in cash, by wire transfer, or by certified check or bank cashier's check, payable to the order of the Company; and (e) (c) be accompanied by payment of any amount that the Company, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes. If the Optionee fails to make such payment in a timely manner, the Company may: (i) decline to permit exercise of the Options or (ii) withhold and set-off against compensation and any other amounts payable to the Optionee the amount of such required payment. Such withholding may be in the shares underlying the Options at the sole discretion of the Company. The certificate or certificates for shares of common stock as to which the Options shall be exercised shall be registered in the name of the person or persons exercising the Options. Options unless the underlying common stock is available to be sold pursuant to a Registration Statement. View More
Method of Exercise. The Options shall be exercisable by a written notice in the manner and form identified on Exhibit A hereto which shall: information shall include: (a) state the election to exercise the Options, the number of shares to be exercised, the natural person in whose name the stock certificate or certificates for such shares of common stock Common Stock is to be registered, registered and such person's address and social security number of such person (or if more than one, the names, addresses and soci...al security numbers of such persons); (b) if applicable, contain such representations and agreements as to the holder's investment intent with respect to such shares of common stock Common Stock as set forth in Section 11 hereof; (c) be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Options; and (d) be accompanied by full payment of the purchase or exercise price in United States dollars in cash or by tender bank or cashier's check, certified check or money order or if permitted by the Company, by executing a "cashless exercise" through the Company's designated broker to promptly deliver to the Company the amount of an amount proceeds from the sale of shares having a fair market value equal to the exercise purchase price multiplied by on the number date of underlying shares being purchased either in cash, by wire transfer, or by certified check or bank cashier's check, payable to the order of the Company; and (e) be accompanied by payment of any amount that the Company, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes. If the Optionee fails to make such payment in a timely manner, the Company may: (i) decline to permit exercise of the Options or (ii) withhold and set-off against compensation and any other amounts payable to the Optionee the amount of such required payment. Such withholding may be in the shares underlying the Options at the sole discretion of the Company. exercise. The certificate or certificates for shares of common stock Common Stock as to which the Options shall be exercised shall be registered in the name of the person or persons exercising the Options. View More
Method of Exercise. The Options shall be exercisable by a written notice in the manner and form identified on Exhibit A hereto which shall: information shall include: (a) state the election to exercise the Options, the number of shares to be exercised, the natural person in whose name the stock certificate or certificates for such shares of common stock Common Stock is to be registered, registered and such person's address and social security number of such person (or if more than one, the names, addresses and soci...al security numbers of such persons); (b) if applicable, contain such representations and agreements as to the holder's investment intent with respect to such shares of common stock Common Stock as set forth in Section 11 hereof; (c) be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Options; and (d) be accompanied by full payment of the purchase or exercise price in United States dollars in cash or by tender bank or cashier's check, certified check or money order or if permitted by the Company, by executing a "cashless exercise" through the Company's designated broker to promptly deliver to the Company the amount of an amount proceeds from the sale of shares having a fair market value equal to the exercise purchase price multiplied by on the number date of underlying shares being purchased either in cash, by wire transfer, or by certified check or bank cashier's check, payable to the order of the Company; and (e) be accompanied by payment of any amount that the Company, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes. If the Optionee fails to make such payment in a timely manner, the Company may: (i) decline to permit exercise of the Options or (ii) withhold and set-off against compensation and any other amounts payable to the Optionee the amount of such required payment. Such withholding may be in the shares underlying the Options at the sole discretion of the Company. exercise. The certificate or certificates for shares of common stock Common Stock as to which the Options shall be exercised shall be registered in the name of the person or persons exercising the Options. View More
Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices; and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.
Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 1 above, the holder Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) (a) the surrender of the this Warrant, together with a notice of exercise to the Secretary Chief Executive Officer of the Company at its principal offices; offices, in substantially the form attached hereto as Exhibit A; and (ii) (b) the payment to the Company of an amount eq...ual to the aggregate Exercise Price for the number of Shares being purchased. View More
Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the holder Holder may exercise, exercise from time to time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a written notice of exercise to the Secretary of the Company at its principal offices; and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being p...urchased. View More
Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the holder Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) (a) the surrender of the Warrant, together with a notice of exercise to the President or Secretary of the Company at its principal offices; offices substantially in the form attached hereto as Exhibit 1; and (ii) (b) the payment to the Company Company, in cash, of an amount equ...al to the aggregate Exercise Price for the number of Shares being purchased. View More
Method of Exercise. You may exercise the Option, if and to the extent vested, by giving written notice to the Company, in form and substance satisfactory to the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing. You may make this payment in any combination of the foregoing: (a) by cash; (b) by check acceptable to the C...ompany; (c) if permitted by the Committee, by having the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have a Fair Market Value on the date of exercise of the Option equal to the exercise price of the Option; (d) if permitted by the Committee, by using shares of Common Stock you already own; (e) if the Common Stock is registered under the Exchange Act and to the extent permitted by law, by instructing a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board; or (f) by any other method permitted by the Committee.View More
Method of Exercise. You may exercise the Option, if and to the extent vested, Option by giving written notice to the Company, in form and substance satisfactory to the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing. You may make this payment in any combination of the foregoing: following: (a) by cash; (b) by check a...cceptable to the Company; (c) if permitted by the Committee, Plan Administrator for Nonqualified Stock Options, by having the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have a Fair Market Value on the date of exercise of the Option equal to the exercise price of the Option; (d) if permitted by the Committee, Plan Administrator, by using shares of Common Stock you already own; (e) if the Common Stock is registered under the Exchange Act and to the extent permitted by law, by instructing a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board; or (f) by any other method permitted by the Committee. Plan Administrator. View More
Method of Exercise. You may exercise the Option, if and to the extent vested, Option by giving written notice to the Company, in form and substance satisfactory to the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing. You may make this payment in any combination of the foregoing: following: (a) by cash; (b) by wire tr...ansfer or check acceptable to the Company; (c) if permitted by the Committee, by having the Company withhold shares of Common Class C Capital Stock that would otherwise be issued on exercise of the Option that have a Fair Market Value on the date of exercise of the Option equal to the exercise price of the Option; (d) if permitted by the Committee, by using tendering already owned shares of Common Stock you already own; Class C Capital Stock; (e) if while the Common Class C Capital Stock is registered under the Exchange Act and to the extent permitted by law, by instructing a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board; required; or (f) by any other method permitted by the Committee. View More
Method of Exercise. You Subject to the provisions of this Agreement, the vested portion of the Option may be exercised, in whole or in part, at any time prior to the applicable termination or expiration date set forth in Section 6 below by giving written notice of exercise to the Option, if and Company on the form furnished by the Company for that purpose or, to the extent vested, applicable, by giving written notice to a brokerage firm designated or approved by the Company, in form and substance satisfactory to th...e Company, which will state your election to exercise the Option and specifying the number of Shares for which you are exercising subject to the Option. The written notice must Option to be purchased pursuant to such exercise, and accompanied by full payment of the exercise price and any withholding taxes. The exercise price for Shares to be purchased upon exercise of all or a portion of the number of Shares you are purchasing. You may make this payment Option shall be paid in any combination of the foregoing: following: (a) by cash; in cash, (b) by wire transfer or certified or bank check or other instrument acceptable to the Company; (c) if and, to the extent permitted by the Committee, Committee and applicable law and, to the extent applicable, the regulations promulgated under Section 424 of the Code, (c) by having the Company withhold shares of Common Stock that would otherwise be issued on upon exercise of the Option that have a Fair Market Value on the date of exercise of the Option equal to the exercise price of the Option; (d) if permitted by the Committee, by using tendering shares of Common Stock you already own; and (e) if the Common Stock is registered under the Exchange Act and to the extent permitted by law, by instructing a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board; or through a broker-assisted cashless exercise program; and (f) by any other method permitted by the Committee. View More
Method of Exercise. The vested portion of this Option shall be exercisable in whole or in part in accordance with the exercise schedule set forth in Section 3 hereof by written notice which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shal...l be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice accompanied by the Exercise Price and (b) arrangements that are satisfactory to the Committee in its sole discretion have been made for Optionee's payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal or state withholding requirements. No Shares shall be issued pursuant to the Option unless and until such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares then may be traded.View More
Method of Exercise. (a) General. The vested portion of this Option shall be exercisable in whole or in part in accordance with the exercise schedule set forth in Section 3 hereof hereof, by written notice which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Suc...h written notice shall be signed by the Optionee and shall be delivered delivery, in person or by certified mail mail, of the form attached hereto as Exhibit A to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice accompanied by the Exercise Price and (b) arrangements that are satisfactory to the Committee in its sole discretion have been made for Optionee's payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal or state withholding requirements. No Shares shall be issued pursuant to the Option unless and until such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares then may be traded. (b) Cashless Exercise. Notwithstanding the foregoing, the vested portion of this Option shall be exercisable in whole or in part in accordance with the exercise schedule set forth in Section 3 hereof, by delivery of the form attached hereto as Exhibit A, which shall state the election to exercise the Option through a cashless exercise (such exercise, a "Cashless Exercise"). Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. Upon a Cashless Exercise, the Company shall issue to the Optionee the number of Shares determined as follows: X = Y (A-B)/A where: X = the number of Shares to be issued to the Optionee. Y = the number of Shares subject to Cashless Exercise. A = the average of the closing sale price of the Shares for the five (5) trading days immediately prior to the date of exercise (if the Shares are not then publicly traded, then the fair market value per share of the Shares (as determined by the Company's Board of Directors)). B = the Exercise Price. View More
Method of Exercise. The vested portion of this Option shall be exercisable in whole or in part part, in accordance with the exercise schedule Vesting of such Options provided in Schedule I and as set forth in Section 3 hereof hereof, by written notice which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such Shares as may be required by the Comp...any pursuant to the provisions of the Plan. this Agreement. Such written notice shall be signed by the Optionee or if someone other than the Optionee exercises the Option, by such other person who provides documentation acceptable to the Company, or Committee, verifying that such person has the legal right to exercise such Option, and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice accompanied by the Exercise Price and (b) arrangements that are satisfactory to the Committee Committee, in its sole discretion discretion, have been made for Optionee's Optionee' s payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal or state withholding requirements. No Shares shall be issued pursuant to the Option unless and until such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares then may be traded. View More
Method of Exercise. The vested portion of this Option shall be exercisable exercisable, in whole or in part in accordance with the exercise schedule set forth in Section 3 hereof part, by written notice notice, which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Pla...n. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice accompanied by the Exercise Price and (b) arrangements that are satisfactory to the Committee in its sole discretion have been made for Optionee's payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal or state withholding requirements. No Shares shall be issued pursuant to the Option unless and until such issuance and such exercise shall comply complies with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares may then be traded. 1 5. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: (a) cash; (b) check; (c) to the extent permitted by the Committee, with Shares owned by the Optionee, or the withholding of Shares that otherwise would be delivered to the Optionee as a result of the exercise of the Option; (d) pursuant to a "cashless exercise" procedure, by delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines, as the Committee shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable to the Company of proceeds from the sale of Shares or a margin loan (to the extent available to the Optionee) sufficient to pay the Exercise Price and any applicable income or employment taxes; or (e) such other consideration or in such other manner as may be traded. determined by the Committee in its absolute discretion. View More
Method of Exercise. (a) Options which have become exercisable may be exercised by delivery of a duly executed written notice of exercise to the Company at its principal business office using such form(s) as may be required from time to time by the Company. The Participant may obtain such form(s) by contacting the Acting General Counsel at the address set forth in Section 9(a) below. (b) No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full of the Exercise Price therefor is... received by the Company in accordance with Section 7(d) of the Plan and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. (c) Subject to applicable law, the Exercise Price and applicable tax withholding shall be payable by (i) cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) if approved by the Committee, tendering previously acquired Common Stock (either actually or by attestation) valued at their then Fair Market Value, (iii) if approved by the Committee, a "net exercise" procedure effected by withholding the minimum number of Option Shares otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes, and (iv) such other method which is approved by the Committee. Any fractional shares of Common Stock shall be settled in cash.View More
Method of Exercise. (a) Options which have become exercisable may be exercised by delivery of a duly executed written notice of exercise to the Company at its principal business office using such form(s) as may be required from time to time by the Company. The Participant may obtain such form(s) by contacting the Acting General Counsel Legal Department at the address set forth in Section 9(a) 8(a) below. (b) No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full of the Exer...cise Price therefor is received by the Company in accordance with Section 7(d) of the Plan and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. (c) Subject to applicable law, the Exercise Price and applicable tax withholding shall be payable by (i) cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) if approved by the Committee, tendering previously acquired Common Stock (either actually or by attestation) valued at their then Fair Market Value, Value and (iii) if approved by the Committee, a "net exercise" procedure effected by withholding the minimum number of Option Shares otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes, and (iv) such other method which is approved by the Committee. Any fractional shares of Common Stock shall be settled in cash. View More
Method of Exercise. (a) Options which have become exercisable may be exercised by delivery of a duly executed written notice of exercise to the Company at its principal business office using such form(s) method as may be required approved by the Company from time to time by the Company. The Participant may obtain such form(s) by contacting the Acting General Counsel at the address set forth in Section 9(a) below. time. (b) No Option Shares shall be delivered pursuant to any exercise of the Option until payment in f...ull of the Exercise Price therefor is received by the Company in accordance with Section 7(d) of the Plan and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. (c) Subject to applicable law, the Exercise Price and applicable tax withholding shall be payable by (i) cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), check, (ii) if approved by the Committee, tendering previously acquired Common Stock (either actually or by attestation) valued at their then Fair Market Value, (iii) if approved by the Committee, a "net exercise" procedure effected by withholding the minimum number of Option Shares shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes, taxes and (iv) (iii) such other method which is approved by the Committee. Notwithstanding the foregoing, if, on the last day of the Option Period, the Fair Market Value exceeds the Exercise Price, the Participant has not exercised the Option, and the Option has not expired, such Option shall be deemed to have been exercised by the Participant on such last day by means of a net exercise and the Company shall deliver to the Participant the number of shares of Common Stock for which the Option was deemed exercised less such number of shares of Common Stock required to be withheld to cover the payment of the Exercise Price and all applicable required withholding taxes. Any fractional shares of Common Stock shall be settled in cash. View More
Method of Exercise. (a) Options which have become exercisable may be exercised by delivery of a duly executed written notice of exercise to the Company at its principal business office using such form(s) as may be required from time to time by the Company. The Participant may obtain such form(s) by contacting the Acting General Counsel at the address set forth in Section 9(a) below. Michael Kors (USA), Inc., 11 West 42nd Street, New York, NY 10036. (b) No Option Shares shall be delivered pursuant to any exercise of... the Option until payment in full of the Exercise Price therefor is received by the Company in accordance with Section 7(d) 5.5 of the Plan and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. 2 (c) Subject to applicable law, the Exercise Price and applicable tax withholding shall be payable by (i) cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) if approved by the Committee, tendering previously acquired Common Stock Shares (either actually or by attestation) valued at their then Fair Market Value, (iii) if approved by the Committee, a "net exercise" procedure effected by withholding the minimum number of Option Shares otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes, and (iv) such other method which is approved by the Committee. Notwithstanding the foregoing, if, on the last day of the Option Period, the Fair Market Value exceeds the Exercise Price, Participant has not exercised the Option, and the Option has not expired, such Option shall be deemed to have been exercised by Participant on such last day by means of a net exercise and the Company shall deliver to Participant the number of Shares for which the Option was deemed exercised less such number of Shares required to be withheld to cover the payment of the Exercise Price and all applicable required withholding taxes. Any fractional shares of Common Stock Shares shall be settled in cash. View More
Method of Exercise. The Option is exercisable by delivery of a written notice to the Secretary of the Company, at the address for notices to the Company provided below, signed by the Optionee, specifying the number of shares of Stock to be acquired on, and the effective date of, such exercise. The Optionee may withdraw notice of exercise of this Option, in writing, at any time prior to the close of business on the business day preceding the proposed exercise date.
Method of Exercise. The Option is exercisable by delivery of a written notice to the Secretary of the Company, at the address for notices to the Company provided below, signed by the Optionee, specifying the number of shares of Stock to be acquired on, and the effective date of, such exercise. The Optionee may withdraw notice of exercise of this Option, in writing, at any time prior to the close of business on the business day preceding the proposed exercise date. In this Award, the Committee has determined that th...e Optionee may elect to have withheld from the number of shares of Stock to be issued in connection with the exercise the number of shares equal to the Option Price (a cashless exercise), provided that election shall be on a form as determined by the Committee and the Committee may in its sole discretion may disapprove of such election. View More
Method of Exercise. The Option is exercisable by delivery of a written notice to the Secretary of the Company, at the address for notices to the Company provided below, signed by the Optionee, specifying the number of shares of Stock Shares to be acquired on, and the effective date of, such exercise. The Optionee may withdraw notice of exercise of this Option, in writing, at any time prior to the close of business on the business day preceding that immediately precedes the proposed exercise date.
Method of Exercise. [2] This Option is exercisable by delivery to both the Company and the Trustee of an exercise notice (the "Exercise Notice") in a form satisfactory to the Committee and the Trustee or by such other form or means as the Committee and the Trustee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), and include such other representations and agreements as may be required by the Company pu...rsuant to the provisions of the 2016 Plan. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares in (i) cash; (ii) check; or (iii) such other manner as is acceptable to the Committee, provided that such form of consideration is permitted by the 2016 Plan and by applicable law. The Company and the Trustee shall not release to Optionee any (i) Option, (ii) Shares issues upon the exercise of the Option or (iii) other securities received from such Option or Shares, prior to full payment of the Exercise Price and all the tax liabilities in a method determined by the Company and the Trustee, at their sole discretion. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements of applicable law, including, without limitation, the Ordinance. [NTD: If applicable - Notwithstanding the foregoing, in lieu of payment of the Exercise Price as set forth above, the Optionee may elect to convert the Option into such number of Shares calculated pursuant to the following formula: X = Y (A-B) A Where: X = the number of Shares to be issued to the Optionee; Y = the number of Shares in respect of which the net exercise election is being made; A = the Fair Market Value of one Share; and B = the Exercise Price of one Share. It is hereby clarified that unless the Optionee expressly elects to exercise the Option on a net exercise basis, then the exercise of the Option shall be for cash.] 1 Subject to conformity with original terms of option. 2 Subject to conformity with original terms of option.View More
Method of Exercise. [2] This Option is exercisable by delivery to both the Company and the Trustee Trustee, as applicable, of an exercise notice (the "Exercise Notice") in a form satisfactory to the Committee and the Trustee Trustee, as applicable, or by such other form or means as the Committee and the Trustee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), and include such other representations and... agreements as may be required by the Company pursuant to the provisions of the 2016 Plan. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares in (i) cash; (ii) check; or (iii) such other manner as is acceptable to the Committee, provided that such form of consideration is permitted by the 2016 Plan and by applicable law. The Company and the Trustee Trustee, as applicable, shall not release to Optionee any (i) Option, (ii) Shares issues upon the exercise of the Option or (iii) other securities received any rights resulting from such Option or Shares, prior to full payment of the Exercise Price and all the tax liabilities in a method determined by the Company and the Trustee, as applicable, at their sole discretion. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements of applicable law, including, without limitation, the Ordinance. [NTD: If applicable - Notwithstanding the foregoing, in lieu of payment of the Exercise Price as set forth above, the Optionee may elect to convert the Option into such number of Shares calculated pursuant to the following formula: X = Y (A-B) A Where: X = the number of Shares to be issued to the Optionee; Y = the number of Shares in respect of which the net exercise election is being made; A = the Fair Market Value of one Share; and B = the Exercise Price of one Share. It is hereby clarified that unless the Optionee expressly elects to exercise the Option on a net exercise basis, then the exercise of the Option shall be for cash.] 1 Subject to conformity with original terms of option. 2 Subject to conformity with original terms of option. -2- 4. Taxes. By executing this Option Agreement, Optionee acknowledges and agrees that Optionee is solely responsible for the satisfaction of any applicable taxes that may be imposed on Optionee that arise as a result of the grant, vesting or exercise of the Option, and that neither the Company nor the Committee, an Affiliate or the Trustee, as applicable, shall have any obligation whatsoever to pay such taxes (including interest or penalty thereon). Without derogating from the above, the Company does not represent or warrant that the Option (or the purchase or sale of Shares issued upon exercise of the Option) will be subject to a particular tax treatment. The Optionee acknowledges that he or she has reviewed the tax treatment of the Option (including the purchase or sale of Shares issued upon exercise of the Option) with his or her own tax advisors and is relying solely on those advisors in that regard. The Optionee shall indemnify the Company, an Affiliate and/or the Trustee, as applicable, and hold them harmless against and from any and all liabilities for any such taxes, including without limitation liabilities relating to the necessity to withhold or to have withheld any such taxes from any payment made by the Optionee. The Company, an Affiliate and/or the Trustee, as applicable, shall be entitled to withhold taxes as required under applicable laws, rules and regulations. The Company, an Affiliate and/or the Trustee, as applicable, shall not be required to release any Option and/or Shares until all required tax payments have been fully made to the full satisfaction of the Company, an Affiliate and/or the Trustee, as applicable. In the event that the Optionee's employment or service by the Company, or any Affiliate thereof, terminates for any reason, the Optionee will be obligated to provide the Company or an Affiliate, upon the termination of his or her employment or service, with a security or guarantee to cover any future tax obligation resulting from the grant, exercise or disposition of the Option, the Shares issuable upon the exercise thereof, or any rights resulting therefrom, in a form satisfactory to the Company or an Affiliate, as applicable, in its sole discretion. View More
Method of Exercise. In order to exercise this Option, you must deliver to Toro's Vice President, Secretary and General Counsel a written notice of exercise in a form specified or accepted by the Committee specifying the number of whole Shares with respect to which you wish to exercise this Option, accompanied by payment in full of the exercise price for the Shares to be purchased. Payment may be made (a) in cash; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggreg...ate Fair Market Value at the time of exercise equal to the exercise price; (c) by a cashless (broker-assisted) exercise; (d) by a "net exercise" of this Option (as further described below); (e) by any combination of (a), (b), (c) and (d); or (f) by any other method approved or accepted by the Committee in its sole discretion. In the case of a "net exercise" of this Option, Toro will reduce the number of Shares issued upon the exercise of this Option by the largest number of whole Shares that has a Fair Market Value on the exercise date that does not exceed the aggregate exercise price for the Shares exercised under this method and will require cash payment from you for any remaining exercise price. Shares will no longer be outstanding under this Option (and will therefore not thereafter be exercisable) following the exercise of this Option to the extent of (i) Shares used to pay the exercise price of this Option under the "net exercise," and (ii) Shares actually delivered to you as a result of such exercise. Any Shares issued to you upon exercise of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro has engaged to provide such services under the 2 Plan.View More
Method of Exercise. In order to exercise this Option, you must deliver to Toro's pre-clear such Option exercise with our Vice President, Secretary and General Counsel and Vice President, Treasurer and Chief Financial Officer using a written notice of exercise in a pre-approval request form specified or accepted provided by the Committee Toro specifying the number of whole Shares with respect to which you wish to exercise this Option, Option. Once pre-clearance has been received and a pre-clearance notice has been s...ubmitted to Fidelity, you may exercise this Option only by calling Fidelity Executive Services at 1-800-823-0217. The exercise of this Option must be accompanied by payment in full of the exercise price aggregate Option Price for the Shares to be purchased. Payment may be made (a) in cash; cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the exercise price; (c) by a cashless (broker-assisted) exercise; (d) by a "net exercise" of this Option (as further described below); (e) by any combination of (a), (b), (c) and (d); or (f) by any other method approved or accepted by the Committee in its sole discretion. In the case of a "net exercise" of this Option, Toro will reduce the number of Shares issued upon the exercise of this Option by the largest number of whole Shares that has a Fair Market Value on the exercise date that does not exceed the aggregate exercise price Option Price for the Shares exercised under this method and will require cash payment from you for any remaining exercise price. Option Price. Shares will no longer be outstanding under this Option (and will therefore not thereafter be exercisable) following the exercise of this Option to the extent of (i) Shares used to pay the exercise price Option Price of this Option under the "net exercise," and (ii) Shares actually delivered to you as a result of such exercise. Any Shares issued to you upon exercise of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro has engaged to provide such services under the Plan. 2 Plan. 8. General Restriction. If at any time the Committee determines that the listing, registration or qualification of the Shares subject to this Option on any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issue or purchase of Shares upon exercise of this Option, this Option may not be exercised unless such listing, registration, qualification, consent or approval has been obtained free of conditions not acceptable to the Committee. Under certain circumstances as set forth in the Plan, if the exercise of this Option is prevented by certain provisions of the Plan, this Option will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the expiration date of this Option. View More
Method of Exercise. This Option is exercisable by delivery to the Company of an exercise notice (the "Exercise Notice") in a form satisfactory to the Committee or by such other form or means as the Committee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), and include such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice... shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares in (i) cash; (ii) check; or (iii) such other manner as is acceptable to the Committee, provided that such form of consideration is permitted by the Plan and by applicable law. Upon exercise of the Option by the Optionee and prior to the delivery of such Exercised Shares, the Company shall have the right to require the Optionee to satisfy applicable Federal and state tax income tax withholding requirements and the Optionee's share of applicable employment withholding taxes in a method satisfactory to the Company. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares.View More
Method of Exercise. This Option is exercisable exercisable, to the extent vested in accordance with Exhibit A and otherwise exercisable, by delivery to the Company of an exercise notice (the "Exercise Notice") in a form satisfactory to the Committee or by such other form or means as the Committee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), and include such other representations and agreements as ...may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares Shares. As determined by the Committee, in its sole discretion, at or after grant, payment in full or in part of the exercise price of the Option may be made: (i) in cash; (ii) by check; (iii) in the form of shares of Common Stock that have been held by the Optionee for such period as the Committee may deem appropriate for accounting purposes or (iii) otherwise, valued at Fair Market Value of such shares on the date of exercise; (iv) by surrendering to the Company shares of Common Stock otherwise receivable on exercise of the Option; (v) by a cashless exercise program implemented by the Committee in connection with the Plan; and/or (vii) by such other manner method as is acceptable to may be approved by the Committee, provided that such form of consideration is permitted by the Plan and by applicable law. Applicable Law. Upon exercise of the Option by the Optionee and prior to the delivery of such Exercised Shares, the Company shall have the right to require the Optionee to satisfy applicable Federal and state tax income tax withholding requirements and the Optionee's share of applicable employment withholding taxes in a method satisfactory to the Company. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares. -2- 4. Covenants Agreement. This Option shall be subject to forfeiture at the election of the Company in the event that the Optionee breaches any agreement between the Optionee and the Company with respect to noncompetition, nonsolicitation, assignment of inventions and contributions and/or nondisclosure obligations of the Optionee. View More
Method of Exercise. This Option is exercisable by delivery to the Company of an exercise notice (the "Exercise Notice") in a form satisfactory to the Committee or by such other form or means as the Committee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), and include such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice... shall be accompanied by Optionee may elect to make payment of the aggregate exercise price in cash or by check or by delivery to the Company of certificates representing shares of outstanding Common Stock already owned by the Optionee that are owned free and clear of any liens, claims, encumbrances or security interests together with stock powers duly executed and with signature guaranteed. In addition, the Optionee may make payment through a "cashless exercise" such that without the payment of any funds, the undersigned may exercise the Option and receive the net number of Shares equal to (x) the number of Shares as to which the Option is being exercised, multiplied by (y) a fraction, the numerator of which is the Fair Market Value per share (on such date as is determined by the Committee) less the Exercise Price for per Share, and the Exercised denominator of which is such Fair Market Value per Share (the number of net Shares in (i) cash; (ii) check; or (iii) such other manner as is acceptable to be received shall be rounded down to the Committee, provided that nearest whole number). In the event payment is made by delivery of such form Shares, said Shares shall be deemed to have a per Share value equal to the Fair Market Value per Share on the date of consideration is permitted by the Plan and by applicable law. exercise. Upon exercise of the Option by the Optionee and prior to the delivery of such Exercised Shares, the Company shall have the right to require the Optionee to satisfy applicable Federal and state tax income tax withholding requirements and the Optionee's share of applicable employment withholding taxes in a method satisfactory to the Company. Notwithstanding the foregoing, the Optionee may not exercise the Option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company's Common Stock. Further, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares. View More
Method of Exercise. This Option is exercisable by delivery to the Company of an exercise notice (the "Exercise Notice") in a form satisfactory to the Committee or by such other form or means as the Committee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), and include such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice... shall be accompanied by Optionee may elect to make payment of the aggregate exercise price in cash or by check or by delivery to the Company of certificates representing shares of outstanding Common Stock already owned by the Optionee that are owned free and clear of any liens, claims, encumbrances or security interests together with stock powers duly executed and with signature guaranteed. In addition, the Optionee may make payment through a "cashless exercise" such that without the payment of any funds, the undersigned may exercise the Option and receive the net number of Shares equal to (x) the number of Shares as to which the Option is being exercised, multiplied by (y) a fraction, the numerator of which is the Fair Market Value per share (on such date as is determined by the Committee) less the Exercise Price for per Share, and the Exercised denominator of which is such Fair Market Value per Share (the number of net Shares in (i) cash; (ii) check; or (iii) such other manner as is acceptable to be received shall be rounded down to the Committee, provided that nearest whole number). In the event payment is made by delivery of such form Shares, 18 said Shares shall be deemed to have a per Share value equal to the Fair Market Value per Share on the date of consideration is permitted by the Plan and by applicable law. exercise. Upon exercise of the Option by the Optionee and prior to the delivery of such Exercised Shares, the Company shall have the right to require the Optionee to satisfy applicable Federal and state tax income tax withholding requirements and the Optionee's share of applicable employment withholding taxes in a method satisfactory to the Company. Notwithstanding the foregoing, the Optionee may not exercise the Option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company's Common Stock. Further, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares. View More
