Automatic Exercise Upon Expiration Date. Notwithstanding any other provision of this Agreement (other than this Section), on the last trading day on which all or a portion of the outstanding Option may be exercised, if as of the close of trading on such day the then Fair Market Value of a share of Common Stock exceeds the per share Exercise Price of the Option by at least $.01 (such expiring portion of the Option that is so in-the-money, an “Auto-Exercise Eligible Option”), Optionee will be deemed to have automatically exercised such Auto-Exercise Eligible Option (to the extent it has not previously been exercised or forfeited) as of the close of trading in accordance with the provisions of this Section. In the event of an automatic exercise pursuant to this Section, the Company will reduce the number of shares of Common Stock issued to Optionee upon such automatic exercise of the Auto-Exercise Eligible Option in an amount necessary to satisfy (1) Optionee’s Exercise Price obligation for the Auto-Exercise Eligible Option, and (2) the minimum, applicable Federal, state, local and, if applicable, foreign income and employment tax and social insurance withholding requirements arising upon the automatic exercise in accordance with the procedures of Section 6(f) of the Plan (unless the Committee deems that a different method of satisfying the tax withholding obligations is practicable and advisable), in each case based on the Fair Market Value of the Common Stock as of the close of trading on the date of exercise. Optionee may notify the Plan record-keeper in writing in advance that Optionee does not wish for the Auto-Exercise Eligible Option to be exercised. This Section shall not apply to the Option to the extent that this Section causes the Option to fail to qualify for favorable tax treatment under applicable law. In its discretion, the Company may determine to cease automatically exercising Options at any time.
Automatic Exercise Upon Expiration Date. Notwithstanding any other provision of this Agreement, if, as of the close of trading on the last trading day on which all or a portion of «Last_Name» Stock Option Award Agreement [●] the outstanding Option may be exercised (such day, the “Last Trading Date”), the then-Fair Market Value of a Share exceeds the Exercise Price by at least $.01 (such expiring portion of the Option that is so in-the-money, the “Auto-Exercise Eligible Option”), the Participant will be deemed to have automatically exercised such Auto-Exercise Eligible Option (to the extent it has not previously been exercised or forfeited) as of the close of trading on the Last Trading Date in accordance with the provisions of this Section 3(b). In the event of an automatic exercise pursuant to this Section 3(b), the Company will reduce the number of Option Shares issued to the Participant upon such exercise in an amount necessary to satisfy (i) the Participant’s Exercise Price obligation for the Auto-Exercise Eligible Option and (ii) all applicable tax withholding requirements, in each case, based on the Fair Market Value of the Option Shares as of the close of trading on the Last Trading Date. The Participant may notify the record-keeper of the Plan in writing in advance that the Participant does not wish for the Auto-Exercise Eligible Option to be exercised. The Committee may, at any time in its discretion, determine not to automatically exercise the Option.
Automatic Exercise Upon Expiration Date. If, on the Expiration Date, the fair market value, calculated as set forth in Section 2.1, of one share of Common Stock is greater than the Exercise Price, then this Warrant shall automatically be deemed on and as of such date to be exercised as to all shares of Common Stock for which it has not previously been exercised, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the formula set forth in Section 2.1. The Company shall deliver to Holder a certificate representing such shares within a reasonable period time thereafter.
Automatic Exercise Upon Expiration Date. Notwithstanding any other provision of this Agreement (other than this Section), on the last trading day on which all or a portion of the
