Exercise Sample Clauses

Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.
Exercise. This Option Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be exercised accomplished by delivery tender to the Company of (a) written notice of exercise stating an amount equal to the Exercise Price multiplied by the number of Shares underlying shares being purchased (the “Purchase Price”), either (i) in whole cash, by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, or (ii) by surrendering such number of shares onlyof Common Stock received upon exercise of this Warrant with an aggregate Fair Market Value (as defined below) equal to the Purchase Price (as described in the following paragraph, a “Cashless Exercise”), together with presentation and such other information set forth on surrender to the Company of this Warrant with an executed subscription agreement in substantially the form of Notice of Exercise attached hereto as Appendix AExhibit A (the “Subscription”). Upon receipt of the foregoing, (b) the Company will deliver to the Holder, as promptly as possible, a check certificate or cash certificates representing the shares of Common Stock so purchased, registered in the amount name of the Exercise Price of Holder or the Shares covered by the notice Holder’s transferee (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in permitted under Section 13 hereof3 below). Notwithstanding anything With respect to the contrary contained in this Option, this Option may be exercised by presentation and surrender any exercise of this Option Warrant, the Holder will for all purposes be deemed to have become the Company at its principal executive offices with a written notice holder of the holder’s intention to effect a cashless exercise, including a calculation record of the number of shares of Common Stock purchased hereunder on the date the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such shares of the Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such exercise in accordance with fraction of a share of Common Stock on the terms hereof (a “Cashless Exercise”)trading day immediately preceding the Exercise Date. In the event of this Warrant is exercised in part, the Company shall issue a Cashless Exercisenew Warrant to purchase Common Stock, in lieu substantially the form of paying this Warrant (any such new Warrant, a “New Warrant”) to the Exercise Price in cash, Holder covering the holder shall surrender this Option for that aggregate number of shares of Common Stock determined by multiplying the number of Shares as to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per this Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimeremains exercisable.
Exercise. This Option shall Warrant may be exercised at any time or from time to time from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on June 22, 2012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by delivery surrendering it at the principal office of the Company, at 875 North Michigan Avenue, Suite 2626, Chicago, IL 60611, with the subscription form duly executed, together with payment in an amount equal to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be issued upon such exercise made at Holder’s choosing either: (1) by payment in accordance with the terms hereof immediately available funds; or (a “Cashless Exercise”). In the event of a Cashless Exercise, 2) in lieu of paying any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Exercise Price Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the “Commission”), or is no longer in casheffect, and the holder shall surrender this Option Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for that the number of shares of Common Stock determined by multiplying equal to the product of (x) the number of Shares shares to which it would otherwise be entitled the Warrants are being exercised multiplied by (y) a fraction, the numerator of which shall be is the difference between the then current Market Purchase Price per share of the Common Stock and the Exercise Price, and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then current Fair Market Price per Value on the date of exercise of one full share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.
Appears in 5 contracts Xa, Inc., Xa, Inc., Xa, Inc.,
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option The Warrants may be exercised by presentation and surrender the Warrant Holder, in whole or in part, by delivering the Notice of this Option Exercise purchase form, attached as Exhibit A hereto, duly executed by the Warrant Holder to the Company at its principal executive offices with a written notice office, or at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to the order of the holder’s intention to effect a cashless exerciseCompany, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the Warrant Holder having a Fair Market Value (as defined in Section 2.3 hereof) on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Purchase Price being paid in such shares. In addition, the Warrants may be exercised, pursuant to a cashless exercise, except as set forth in Section 3.3(4) below, by providing irrevocable instructions to the Company, through delivery of the aforesaid purchase form with an appropriate reference to this Section 2.1 to issue the number of shares of the Common Stock equal to the product of (a) the number of shares as to which it would otherwise be entitled the Warrants are being exercised multiplied by (b) a fraction, the numerator of which shall be is the difference between the then current Fair Market Price per Value of a share of the Common Stock and on the last business day preceding the Exercise Price, Date less the Exercise Price therefore and the denominator of which shall be the then current is such Fair Market Price per share of Common StockValue. For examplepurposes hereof, if “Exercise Date” shall mean the holder is exercising 100,000 Options with a per Warrant date on which all deliveries required to be made to the Company upon exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option Warrants pursuant to this Section 2.1 shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimehave been made.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option The Warrants may be exercised by presentation and surrender the Warrant Holder, in whole or in part, by delivering the Notice of this Option Exercise purchase form, attached as Exhibit A hereto, duly executed by the Warrant Holder to the Company at its principal executive offices with a written notice office, or at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to the order of the holder’s intention to effect a cashless exerciseCompany, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the "Purchase Price"). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the Warrant Holder having a Fair Market Value (as defined in Section 2.3 hereof) on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Purchase Price being paid in such shares. In addition, the Warrants may be exercised, pursuant to a cashless exercise, except as set forth in Section 3.3(4) below, by providing irrevocable instructions to the Company, through delivery of the aforesaid purchase form with an appropriate reference to this Section 2.1 to issue the number of shares of the Common Stock equal to the product of (a) the number of shares as to which it would otherwise be entitled the Warrants are being exercised multiplied by (b) a fraction, the numerator of which shall be is the difference between the then current Fair Market Price per Value of a share of the Common Stock and on the last business day preceding the Exercise Price, Date less the Exercise Price therefore and the denominator of which shall be the then current is such Fair Market Price per share of Common StockValue. For examplepurposes hereof, if "Exercise Date" shall mean the holder is exercising 100,000 Options with a per Warrant date on which all deliveries required to be made to the Company upon exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option Warrants pursuant to this Section 2.1 shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimehave been made.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant Option exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.
Exercise. This Option shall Exercise of the purchase rights represented by this Warrant may be exercised made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of (a) written notice a duly executed facsimile copy of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached Form annexed hereto as Appendix A, (b) a check or cash in the amount such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company); and, if the Exercise Price is to be paid in cash, within three Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the Shares covered shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Alternatively, the notice (Holder may pay the Exercise Price, in whole or such other consideration as has been approved in part, by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything surrender or delivery to the contrary contained Company of securities of the Company, including all or a portion of this Warrant in a “cashless exercise,” having a fair market value, as determined below, on the date of the exercise equal to the portion of the purchase price being so paid. If the Holder elects to exercise this Option, this Option or a portion hereof, and to pay for the Common Stock by way of cashless exercise (a “Cashless Exercise”), the Holder shall deliver the Exercise Notice duly executed by such Holder or by such Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may be exercised by presentation and surrender of this Option designate in writing prior to the Company at its principal executive offices with a written notice date of the holder’s intention to effect a cashless such exercise, including a calculation in which event the Company shall issue to the Holder the number of shares computed according to the following equation:whereX = the number of shares of Common Stock to be issued upon such exercise in accordance with to the terms hereof (a “Cashless Exercise”). In Holder.Y = the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying then purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the number of Shares shares of Common Stock as to which it would otherwise be entitled by a fraction, the numerator Warrant is being exercised.A = the Fair Market Value (defined below) of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per one share of Common Stock. For exampleStock on the Exercise Date.B = the Exercise Price (as adjusted pursuant to the provisions of this Warrant).For purposes of this Section 2, if in the holder is exercising 100,000 Options case of a Cashless Exercise, the “Exercise Date” shall mean the day on which the Holder delivers the Exercise Notice to the Company by hand or e-mail, or the day the Holder deposits the Exercise Notice in a facility of the US mails or with a per Warrant exercise price recognized overnight courier, and “Fair Market Value” of $0.75 per one share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as Stock on the average Exercise Date shall have one of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.following meanings:
Exercise. This Option shall Payment may be exercised made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery to of the Company Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (aiii) written notice if there is no effective registration statement covering the shares issuable upon exercise of exercise stating this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares being purchased specified in such Exercise Notice (in whole shares only) and as such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash exercise number shall be adjusted to reflect any adjustment in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the total number of shares of Common Stock issuable to be issued upon such exercise in accordance with the Holder per the terms hereof of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (a “Cashless Exercise”or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in exercising this Warrant for cash, the holder Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall surrender this Option for that issue to the Holder a number of shares of Common Stock determined by multiplying computed using the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock following formula:X=Y 2.3 4.99% and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime9.99% Limitations.
Appears in 3 contracts Emagin Corp, Emagin Corp, Emagin Corp,
Exercise. This a) The Option shall may be exercised by delivery from time to time with respect to all or any part of the Shares as to which it is exercisable at the time; provided, however, that it may not be exercised as to less than 100 Shares at any one time, except with respect to the Company of remaining Shares then purchasable under the Option, if less than 100 Shares. No fractional Shares may be purchased except in combination with a fraction or fractions under another presently exercisable option or options granted under the Plan, and then only to the extent that such combination equals a full Share. (ab) written To exercise the Option, the Optionholder (or other person exercising the Option) must deliver to the Corporation the following: 1. a completed and signed notice of exercise exercise, in the form of Attachment A hereto, stating the number of Shares to be purchased. If the Option is being exercised by a person other than the Optionholder, the notice of exercise must be accompanied by proof of the right of such person to exercise the Option and such other pertinent information as the Corporation deems necessary; 2. two (2) signed Stock Restriction Agreements (the "Stock Restriction Agreement"), in the form attached hereto as Attachment B or, in the event the Optionholder owns five percent (5%) or more of the capital stock of the Corporation, calculated on a fully diluted basis, in substantially the form attached hereto as Attachment C. The shares purchased pursuant to exercise of the Option shall be subject to the restrictions and limitations set forth in such agreement or other agreement to which the optionee may be a party (e.g. a shareholders' agreement); and 3. payment in full of the exercise price for the Shares being purchased (i) in whole shares only) and such other information set forth on cash or by certified check, bank draft or money order made payable to the form order of Notice of Exercise attached hereto as Appendix Athe Company, (bii) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number delivery of shares of Common Stock having a fair market value (as determined by the Board in good faith in its reasonable discretion) on the date of exercise equal to be issued upon such the exercise price, (iii) by a combination of cash and Common Stock, or (iv) if previously approved by the Board, by a combination of cash, Common Stock and a promissory note in accordance with the terms hereof (a “Cashless Exercise”). In of the event Plan; provided, however, that payment of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number exercise price by delivery of shares of Common Stock of the Company already owned by the Optionholder may be made only if such payment does not result in a charge to earnings for financial accounting purposes as determined by multiplying the number of Shares to which it would Board (unless otherwise be entitled permitted by a fractionthe Board). In addition, the numerator exercise of which an Option shall be subject to satisfaction of all conditions the difference between Board may impose on the then current Market Price per share exercise of such Option pursuant to this Agreement or the Common Stock and the Exercise PricePlan, and the denominator of which any such exercise shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon effective only after all such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimeconditions have been satisfied.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option The Warrant may be exercised by presentation and surrender the Warrant Holder, in whole or in part, by delivering the Notice of this Option Exercise purchase form, attached as Exhibit A hereto (the “Notice of Exercise”), duly executed by the Warrant Holder to the Company at its principal executive offices with a written notice office, or at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to the order of the holder’s intention to effect a cashless exerciseCompany, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the Warrant Holder having a Market Price (as defined in Section 3.3 hereof) on the last business day ending the day immediately prior to the Exercise Date (as defined below) equal to the portion of the aggregate Exercise Price being paid in such shares. In addition, the Warrant may be exercised, pursuant to a cashless exercise by providing irrevocable instructions to the Company, through delivery of the Notice of Exercise with an appropriate reference to this Section 3.1 to issue the number of shares of the Common Stock equal to the product of (a) the number of shares as to which it would otherwise be entitled the Warrant is being exercised multiplied by (b) a fraction, the numerator of which shall be is the difference between the then current Market Price per of a share of the Common Stock and on the last business day preceding the Exercise Price, Date less the Exercise Price therefor and the denominator of which shall be the then current is such Market Price per share of Common StockPrice. For examplepurposes hereof, if “Exercise Date” shall mean the holder is exercising 100,000 Options with a per Warrant date on which all deliveries required to be made to the Company upon exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option Warrant pursuant to this Section 3.1 shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimehave been made.
Exercise. This Option Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be exercised accomplished by delivery tender to the Company of an amount equal to the Exercise Price multiplied by number of underlying shares being purchased (the “Purchase Price”), either (a) written notice in cash, by wire transfer or by certified check or bank cashier’s check, payable to the order of exercise stating the Company, or (b) by surrendering such number of Shares being purchased shares of Common Stock received upon exercise of this Warrant with an aggregate Fair Market Value (as defined below) equal to the Purchase Price (as described in whole shares only) the following paragraph (a “Cashless Exercise”), together with presentation and such other information set forth on surrender to the Company of this Warrant with an executed subscription agreement in substantially the form of Notice of Exercise attached hereto as Appendix AExhibit A (the “Subscription”). Upon receipt of the foregoing, (b) the Company will deliver to the Holders, as promptly as possible, a check certificate or cash certificates representing the shares of Common Stock so purchased, registered in the amount name of the Exercise Price of the Shares covered by the notice Holders or its transferee (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in permitted under Section 13 hereof3 below). Notwithstanding anything With respect to the contrary contained in this Option, this Option may be exercised by presentation and surrender any exercise of this Option Warrant, the Holders will for all purposes be deemed to have become the Company at its principal executive offices with a written notice holder of the holder’s intention to effect a cashless exercise, including a calculation record of the number of shares of Common Stock purchased hereunder on the date the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such shares of the Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holders will be entitled to receive cash equal to the current market price of such exercise in accordance with fraction of a share of Common Stock on the terms hereof (a “Cashless Exercise”)trading day immediately preceding the Exercise Date. In the event of a Cashless Exercise, this Warrant is exercised in lieu of paying the Exercise Price in cashpart, the holder Company shall surrender this Option for that issue a new Warrant to the Holders covering the aggregate number of shares of Common Stock determined by multiplying the number of Shares as to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per this Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be remains exercisable only by Optionee during his or her lifetimefor.
Exercise. This Option shall may only be exercised by delivery to the Company of (ai) a written notice of exercise exercise, in form acceptable to the Company, stating the number of Shares then being purchased hereunder, and (ii) a check or cash, in the amount of the “Aggregate Exercise Price” (the number of Shares being purchased multiplied by Exercise Price) of such Shares (in whole shares only) and such other information set forth on or, at the form discretion of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent Directors, with previously acquired shares of common stock of Company with a Fair Market Value, as of the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything date of exercise, equal to the contrary contained in this Option, this Option may be exercised Aggregate Exercise Price. To the extent that the aggregate Fair Market Value of stock with respect to which incentive stock options are exercisable for the first time by presentation and surrender of this Option to the Company at its principal executive offices with a written notice Optionee during any calendar year exceeds (under all plans of the holder’s intention to effect a cashless exerciseEmployer) $100,000, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which options shall be treated as options that are not incentive stock options. The rule in the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which immediately preceding sentence shall be applied by taking options into account in the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimeorder in which they were granted.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option The Warrant may be exercised by presentation and surrender the Warrant Holder, in whole or in part, by delivering the Notice of this Option Exercise purchase form, attached as Exhibit A hereto (the “Notice of Exercise”), duly executed by the Warrant Holder to the Company at its principal executive offices with a written notice office, or at such other office as the Company may designate, accompanied by payment, in cash MI-175075 v2 0437575-0201or by wire transfer or check payable to the order of the holder’s intention to effect a cashless exerciseCompany, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the Warrant Holder having a Market Price (as defined in Section 3.3 hereof) on the last business day ending the day immediately prior to the Exercise Date (as defined below) equal to the portion of the aggregate Exercise Price being paid in such shares. In addition, the Warrant may be exercised, pursuant to a cashless exercise by providing irrevocable instructions to the Company, through delivery of the Notice of Exercise with an appropriate reference to this Section 3.1 to issue the number of shares of the Common Stock equal to the product of (a) the number of shares as to which it would otherwise be entitled the Warrant is being exercised multiplied by (b) a fraction, the numerator of which shall be is the difference between the then current Market Price per of a share of the Common Stock and on the last business day preceding the Exercise Price, Date less the Exercise Price therefor and the denominator of which shall be the then current is such Market Price per share of Common StockPrice. For examplepurposes hereof, if “Exercise Date” shall mean the holder is exercising 100,000 Options with a per Warrant date on which all deliveries required to be made to the Company upon exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option Warrant pursuant to this Section 3.1 shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimehave been made.
Exercise. This A Participant wishing to exercise his or her Stock Option in whole or in part shall give written notice of such exercise to the Company, accompanied by full payment of the purchase price. The date of receipt of such notice (including by facsimile transmission) and payment shall be the “Exercise Date” for such Stock Option or portion thereof; provided, however, that if the Participant engages in a simultaneous Stock Option exercise and sale of shares of Common Stock, the Exercise Date shall be the date of sale of the shares purchased by exercising such Stock Option. No partial exercise of a Stock Option may be made for less than 100 shares of Common Stock. To the extent and on such terms as the Administrator specifies, a Nonstatutory Stock Option may also be exercised by delivery to a Net Exercise. In a Net Exercise of an Option, the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) will not require a check or cash in the amount payment of the Exercise Price exercise price of the Shares covered by Option from the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of Participant but will reduce the number of shares of Common Stock to be issued upon such the exercise in accordance with of the terms hereof (a “Cashless Exercise”). In Option by the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that smallest number of whole shares that has an aggregate Fair Market Value equal to or in excess of Common Stock determined the aggregate exercise price for the shares covered by multiplying the number Option exercised; and under this method the excess of Shares to which it would otherwise be entitled by a fraction, the numerator Fair Market Value of which the shares shall be paid to the difference between the then current Market Price per share of the Common Stock and the Exercise PriceParticipant, and the denominator of which shall or may be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimeused to satisfy tax withholding obligations.
Exercise. This Option shall be exercised The Holder may exercise this Warrant at any time or times from and after the Original Issuance Date through and including the Expiration Date on any Business Day for the full number of shares of Common Stock called for hereby by delivery surrendering this Warrant at the Principal Office with the subscription form duly executed, together with payment in an amount equal to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with called for on the terms hereof face of this Warrant multiplied by (a “Cashless Exercise”)b) the Exercise Price. In the event Payment of a Cashless Exercise, in lieu of paying the Exercise Price may be made, at Holder’s choosing, either: (a) in cashcash if such Holder is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Act (as defined below)) on the date of exercise or (b) by a cashless exercise. Under a cashless exercise, the holder Holder shall surrender this Option be entitled to receive a certificate for that number of shares of Common Stock determined by multiplying which is equal to the difference of (i) the number of Shares to which it would otherwise Warrants being exercised minus (ii) the quotient obtained by dividing (x) the product of the Exercise Price times the number of Warrants being exercised by (y) the Fair Market Value (as defined below) per share of the Common Stock. This Warrant may be entitled by exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a fractionwhole and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant, in accordance with the terms hereof, this Warrant shall be surrendered, and without any charge, the numerator Company shall issue to the Holder a new Warrant of which the same tenor and for the purchase of the number of such shares not purchased upon such exercise. A Warrant shall be deemed to have been exercised immediately prior to the difference between close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise (each a “Warrant Share” and, collectively, the “Warrant Shares”) shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) Business Days after such date, the Company shall issue and deliver to the person, or persons, entitled to receive the same a certificate or certificates for the number of Warrant Shares issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then current Fair Market Price Value on the date of exercise of one full share of Common Stock.The “Fair Market Value” per share of Common Stock as of any date (the “Reference Date”) means the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on the New York Stock Exchange, the NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, whichever is at the time the principal trading exchange or market for the Common Stock (a “Principal Market”), the average closing price of the Common Stock on the Principal Market on which the Common Stock is then listed or quoted for the 10 Trading Days immediately preceding the Reference Date; (b) if the Common Stock is not then listed or quoted on a Principal Market and if prices for the Common Stock are then quoted on the Over-The-Counter Bulletin Board, the average closing price of the Common Stock on the Over-The-Counter Bulletin Board for the 10 Trading Days immediately preceding the Reference Date; (c) if the Common Stock is not then listed or quoted on the Over-The-Counter Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the average of the closing bid and ask price per share of the Common Stock so reported for the 10 Trading Days immediately preceding the Reference Date; or (d) in all other cases, the fair market value as of the Reference Date of a share of Common Stock shall be determined using an appraisal (the “Appraisal”) prepared by an independent appraiser selected in good faith by the holders of not less than 50.1% of the shares of Common Stock then issuable under outstanding Warrants issued in connection with the Note Purchase Agreement and reasonably acceptable to the Exercise PriceCompany, whose determination shall be final, binding, and conclusive on the denominator parties, the reasonable fees and expenses of which shall be paid by the then current Market Price per share of Common StockCompany. For examplethe purposes hereof, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when Appraisal shall be that value determined by the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average appraiser of the last reported sale prices on fair market value of the principal trading market for the Company Common Stock during as of the thirty (30) trading days immediately preceding Reference Date based upon an arm’s length sale or merger of 100% of the capital stock of the Company, such date. This Option shall not be assignable or transferable, except by will or by the laws of descent sale being between a willing buyer and distribution, and shall be exercisable only by Optionee during his or her lifetimea willing seller arranged in an orderly process.
Exercise. This Option shall Subject to the provisions of Section 4, vested Options may be exercised in whole or in part at any time during the Option Term, by delivery to the Company of (a) giving written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of specifying the number of shares of Common Stock as to which the Option is being exercised. Without limiting the generality of the foregoing, payment of the Option Price with respect any portion of any Option being exercised may be issued upon such made: (i) in cash or its equivalent; (ii) by exchanging shares of Stock owned by the Grantee (which are not the subject of any pledge or other security interest); (iii) through an arrangement with a broker approved by the Company whereby payment of the exercise in accordance price is accomplished with the terms hereof proceeds of the sale of Stock; or (a “Cashless Exercise”). In iv) by any combination of the event foregoing, provided that the combined value of a Cashless Exerciseall cash and cash equivalents paid and the Fair Market Value of any such Stock so tendered to the Company, in lieu valued as of paying the Exercise time of such tender, is at least equal to such Option Price in cash, multiplied by the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying for which the Option is being exercised. In addition, the Committee may permit any Option to be exercised without payment of the purchase price, in which case the Company’s sole obligation shall be to issue to the Grantee the same number of Shares to which it shares of Stock as would otherwise be entitled by a fraction, the numerator have been issued had such Option been Stock Appreciation Rights in respect of which shall be the difference between the then current Market Price per share an identical number of the Common Stock and the Exercise Price, and the denominator shares of which shall be the then current Market Price per share of Common Stock. For example, if A Grantee shall not have any rights to dividends or other rights of a shareholder with respect to shares subject to the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when Option until the Common Stock’s current Market Price per share is $2.00 per share, then upon Grantee has exercised such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market Option by paying for the Common Stock during shares being exercised (or the thirty (30Company has elected to net settle such Option) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimein accordance with this Section 3.
Exercise. This Each Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option SAR may be exercised by presentation and surrender of this Option giving written notice to the Company at Committee or its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of designee specifying the number of shares of Common Stock as to be issued upon such exercise in accordance with which the terms hereof (a “Cashless Exercise”)Option or SAR is being exercised. In the event case of a Cashless Exercisethe exercise of an Option, such notice shall be accompanied by payment in lieu full of paying the Exercise Price in cash, purchase price (which shall equal the holder shall surrender this Option for that product of such number of shares of Common Stock multiplied by the applicable exercise price) and any applicable taxes, in accordance with Section 11. Payment of the purchase price of an Option shall be by certifiedor bank check, wire transfer of immediately available funds to a Company bank account designated by the Company, or in any other manner permitted by applicable law and approved by the Committee, in its discretion, and which may be set forth in the Agreement. Upon exercise of a SAR, the Participant shall be entitled to receive an amount in cash, shares of Stock, or a combination of cash and share of Stock, as determined by multiplying the Committee in its discretion prior to or upon such exercise, in value equal to the product of (i) the excess of the Fair Market value of one share of Stock on the date of exercise over the exercise price of such SAR, multiplied by (ii) the number of Shares to which it would otherwise be entitled by a fraction, the numerator shares of Stock in respect of which shall be such SAR has been exercised. The Committee may determine and reflect in the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 Agreement that any shares of Common Stock that may be purchased or issued under an Option or SAR will be Restricted Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 12 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock Shares to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock Shares determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the PlanDirectors) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option The Warrants may be exercised by presentation and surrender the Warrant Holder, in whole or in part, by delivering the Notice of this Option Exercise purchase form, attached as Exhibit A hereto, duly executed by the Warrant Holder to the Company at its principal executive offices with a written notice office, or at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to the order of the holder’s intention to effect a cashless exerciseCompany, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the "Purchase Price"). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the Warrant Holder having a Fair Market Value (as defined in Section 2.3 hereof) on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Purchase Price being paid in such shares. In addition, the Warrants may be exercised, pursuant to a cashless exercise except as set forth in Section 3.3(4) below, by providing irrevocable instructions to the Company, through delivery of the aforesaid purchase form with an appropriate reference to this Section 2.1 to issue the number of shares of the Common Stock equal to the product of (a) the number of shares as to which it would otherwise be entitled the Warrants are being exercised multiplied by (b) a fraction, the numerator of which shall be is the difference between the then current Fair Market Price per Value of a share of the Common Stock and on the last business day preceding the Exercise Price, Date less the Exercise Price therefor and the denominator of which shall be the then current is such Fair Market Price per share of Common StockValue. For examplepurposes hereof, if "Exercise Date" shall mean the holder is exercising 100,000 Options with a per Warrant date on which all deliveries required to be made to the Company upon exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option Warrants pursuant to this Section 2.1 shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimehave been made.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option The Warrant may be exercised by presentation and surrender the Warrant Holder, in whole or in part, by delivering the Notice of this Option Exercise purchase form, attached as Exhibit A hereto (the “Notice of Exercise”), duly executed by the Warrant Holder to the Company at its principal executive offices with a written notice office, or at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to the order of the holder’s intention Company, of the amount obtained by MI-175075 v2 0437575-0201multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the Warrant Holder having a Market Price (as defined in Section 3.3 hereof) on the last business day ending the day immediately prior to effect the Exercise Date (as defined below) equal to the portion of the aggregate Exercise Price being paid in such shares. In addition, the Warrant may be exercised, pursuant to a cashless exerciseexercise by providing irrevocable instructions to the Company, including a calculation through delivery of the Notice of Exercise with an appropriate reference to this Section 3.1 to issue the number of shares of the Common Stock equal to be issued upon such exercise in accordance with the terms hereof product of (a “Cashless Exercise”). In a) the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares as to which it would otherwise be entitled the Warrant is being exercised multiplied by (b) a fraction, the numerator of which shall be is the difference between the then current Market Price per of a share of the Common Stock and on the last business day preceding the Exercise Price, Date less the Exercise Price therefor and the denominator of which shall be the then current is such Market Price per share of Common StockPrice. For examplepurposes hereof, if “Exercise Date” shall mean the holder is exercising 100,000 Options with a per Warrant date on which all deliveries required to be made to the Company upon exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option Warrant pursuant to this Section 3.1 shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimehave been made.
Appears in 1 contract Warrant Agreement (Neogenomics Inc),
Exercise. This Option shall may be exercised by delivery in whole or in part for the number of shares specified (which in all cases must be at least the lesser of 250 or the total number of shares outstanding under this Option) in a company specified notice that is delivered to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) or its designated agent and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount is accompanied by full payment of the Exercise Price for such number of Option Shares. Payment of the Shares covered Exercise Price may be made in cash, or by the notice (surrendering or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything attesting to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number ownership of shares of Common Stock Stock, or a combination of cash and shares of Common Stock, in an amount or having a combined value equal to be issued upon the aggregate Exercise Price for such exercise in accordance with the terms hereof (a “Cashless Exercise”)Option Shares. In the event connection with any payment of a Cashless Exercise, in lieu of paying the Exercise Price in cash, by surrender or attesting to the holder shall surrender this Option for that number ownership of shares of Common Stock determined by multiplying Stock, proof acceptable to the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which Company shall be submitted substantiating the difference between shares owned. The value of previously acquired shares submitted (directly or by attestation) in full or partial payment for the then current Market Price per share Option Shares purchased upon exercise of the Common Stock and the Exercise Price, and the denominator of which Option shall be equal to the then current Market Price per share aggregate fair market value (as defined in the Plan) of Common Stock. For example, if such previously acquired shares on the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average date of the last reported sale prices on exercise of the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such dateOption. This Option shall not will be assignable or transferable, except by will or considered exercised on the date on which (a) your notice of exercise and (b) your payment of the Exercise Price have both been received by the laws Company. The exercise of descent any portion of this Option will be considered your acceptance of all terms and distribution, and shall be exercisable only by Optionee during his or her lifetimeconditions specified in this Agreement.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the PlanDirectors) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof. With respect to the public resale of the Common Stock received from any exercise of this Option, Optionee shall at all times be subject to the restrictions, conditions and requirements applicable to an affiliate of the Company, as described in Rule 144 of the Securities Act of 1933, as amended, even if the Optionee or Optionee’s assignees and successors are not affiliates of the Company.
Exercise. This Option shall Payment may be exercised made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery to of the Company Option, or shares of Common Stock and/or Common Stock receivable upon exercise of the Option in accordance with the immediately succeeding sentence and the formula contained therein, or (aiii) written notice by a combination of exercise stating any of the foregoing methods, for the number of Common Shares being purchased specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in whole the total number of shares onlyof Common Stock issuable to the Holder per the terms of this Option) and such other information set forth on the form Holder shall thereupon be entitled to receive the number of Notice duly authorized, validly issued, fully-paid and non-assessable shares of Exercise attached hereto Common Stock (or Other Securities) determined as Appendix Aprovided herein. Notwithstanding any provisions herein to the contrary, (b) a check or cash in if the amount Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option for cash, the Shares covered by Holder may elect to cancel a portion of this Option and receive shares of Common Stock equal to the notice value (as determined below) of this Option (or such other consideration as has been approved the portion thereof being exercised) by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Company at its principal executive offices with Holder a written notice number of shares of Common Stock computed using the holder’s intention to effect a cashless exercise, including a calculation of following formula:Where X = the number of shares of Common Stock to be issued upon such exercise in accordance with to the terms hereof (a “Cashless Exercise”). In HolderY = the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying purchasable under the number Option or, if only a portion of Shares to which it would otherwise be entitled by a fractionthe Option is being exercised, the numerator portion of which shall be the difference between Option being exercised (at the then current date of such exercise)A = the Fair Market Price per Value of one share of the Company's Common Stock and (at the date of such exercise)B = Exercise Price, and Price (as adjusted to the denominator date of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.exercise)
Appears in 1 contract Earthfirst Technologies Inc,
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the PlanDirectors) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option The Warrants may be exercised by presentation and surrender the Warrant Holder, in whole or in part, by delivering the Notice of this Option Exercise purchase form, attached as Exhibit A hereto, duly executed by the Warrant Holder to the Company at its principal executive offices with a written notice office, or at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to the order of the holder’s intention to effect a cashless exerciseCompany, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the Warrant Holder having a Fair Market Value (as defined in Section 2.3 hereof) on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Purchase Price being paid in such shares. In addition, the Warrants may be exercised, pursuant to a cashless exercise, by providing irrevocable instructions to the Company, through delivery of the aforesaid purchase form with an appropriate reference to this Section 2.1 to issue the number of shares of the Common Stock equal to the product of (a) the number of shares as to which it would otherwise be entitled the Warrants are being exercised multiplied by (b) a fraction, the numerator of which shall be is the difference between the then current Fair Market Price per Value of a share of the Common Stock and on the last business day preceding the Exercise Price, Date less the Exercise Price therefore and the denominator of which shall be the then current is such Fair Market Price per share of Common StockValue. For examplepurposes hereof, if “Exercise Date” shall mean the holder is exercising 100,000 Options with a per Warrant date on which all deliveries required to be made to the Company upon exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option Warrants pursuant to this Section 2.1 shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimehave been made.
Appears in 1 contract Immune Response Corp,
Exercise. This Option shall may be exercised by delivery in whole or in part for the number of shares specified (which in all cases must be at least the lesser of 250 or the total number of shares outstanding under this Option) in a written notice that is delivered to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) or its designated agent and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount is accompanied by full payment of the Exercise Price for such number of Option Shares. Payment of the Shares covered Exercise Price may be made in cash, or by the notice (surrendering or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything attesting to the contrary contained ownership of shares of Common Stock, or a combination of cash and shares of Common Stock, in this Optionan amount or having a combined value equal to the aggregate Exercise Price for such Option Shares. In connection with any payment of the Exercise Price by surrender or attesting to the ownership of shares of Common Stock, this Option may be exercised by presentation and surrender of this Option proof acceptable to the Company shall be submitted that such previously acquired shares have been owned by you for at its principal executive offices with a written notice least six months prior to the date of exercise. Any RSO issued to you for any portion of the holder’s intention Option exercised by attesting to effect the ownership of previously acquired shares of Common Stock shall not exceed the number of Option Shares issuable as a cashless exercise, including a calculation result of such exercise (determined as though payment in full therefor were being made in cash) less the number of shares of Common Stock for which attestation of ownership is submitted. The value of previously acquired shares submitted (directly or by attestation) in full or partial payment for the Option Shares purchased upon exercise of the Option shall be equal to the aggregate fair market value (as defined in the Plan) of such previously acquired shares on the date of the exercise of the Option. This Option will be issued upon such considered exercised on the date on which (a) your written notice of exercise in accordance with the terms hereof and (a “Cashless Exercise”). In the event b) your payment of a Cashless Exercise, in lieu of paying the Exercise Price in cash, have both been received by the holder shall surrender Company. The RSO may not be exercised until the date which is at least six months after its Grant Date. The Company reserves the right to terminate the RSO feature at anytime for any reason. The exercise of any portion of this Option for that number will be considered your acceptance of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock all terms and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimeconditions specified in this Agreement.
Exercise. This Option shall An option may be exercised by delivery its holder with respect to part or all of the shares subject to the option by giving written notice to the Company of (a) written notice the exercise of the option. The option price for the shares for which an option is exercised shall be paid by the exercisor on or within ten business days after the date of exercise stating the number of Shares being purchased (in cash, in whole shares only) of common stock of the Company owned by the exercisor prior to exercising the option, or in a combination of cash and such other information set forth on shares of common stock. If the exercisor is a Participant, the Participant may elect to satisfy the option price obligation by requesting that the Company withhold a number of shares that would be otherwise issuable pursuant to the exercise having an aggregate value equal to the option price obligation. Such request shall be accompanied by a form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with Corporate Secretary and executed by the Plan) and (c) a written investment representation Participant attesting that the Participant owns, as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless date of exercise, including a calculation of the an equal number of shares of Common Stock to be issued upon the Company’s common stock and has held such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares continuously for at least six (6) months prior to the date of Common Stock determined by multiplying exercise. The value of any share of common stock delivered or withheld in payment of the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which option price shall be the difference between the then current Market Price per share mean of the Common Stock high and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average low prices of the last stock as reported sale prices in the New York Stock Exchange — Composite Transactions on the principal trading market for date the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimeoption is exercised.
Appears in 1 contract Stock Option Plan (Praxair Inc),
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the PlanDirectors) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices closing price on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such the exercise date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s 's intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a "Cashless Exercise"). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant Option exercise price of $0.75 per share through a cashless exercise when the Common Stock’s 's current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.
Exercise. This Option 2.1. Method of Exercise. Subject to the terms and conditions of this Warrant, the Holder may exercise this Warrant in whole or in part, at any time or from time to time, before the Expiration Date, for up to that number of shares of Warrant Stock that is obtained by dividing (a) the Maximum Purchase Amount by (b) the then effective Warrant Price, by surrendering this Warrant at the principal offices of the Company, with the subscription form attached hereto duly executed by the Holder, and payment of an amount equal to the product obtained by multiplying (i) the number of shares of Warrant Stock to be purchased by the Holder by (ii) the Warrant Price or adjusted Warrant Price therefor, if applicable, as determined in accordance with the terms hereof. 2.2. Form of Payment. Payment may be made by (i) a check payable to the Company’s order, (ii) wire transfer of funds to the Company, (iii) cancellation of indebtedness of the Company to the Holder, or (iv) any combination of the foregoing. 2.3. Partial Exercise. Upon a partial exercise of this Warrant: (i) the Purchase Amount immediately prior to such exercise shall be exercised reduced by delivery the aggregate amount paid to the Company upon such exercise of this Warrant, and (aii) written notice this Warrant shall be surrendered by the Holder and replaced with a new Warrant of like tenor in which the Maximum Purchase Amount is the Purchase Amount as so reduced. In no event may the cumulative aggregate purchase price paid to the Company upon all exercises of the Warrant exceed the Maximum Purchase Amount. 2.4. No Fractional Shares. No fractional shares may be issued upon any exercise stating of this Warrant, and any fractions shall be rounded down to the nearest whole number of shares. If upon any exercise of this Warrant a fraction of a share results, the Company will pay the cash value of any such fractional share, calculated on the basis of the Warrant Price. 2.5. Restrictions on Exercise. This Warrant may not be exercised if the issuance of the Warrant Stock upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations. As a condition to the exercise of this Warrant, the Holder shall execute the subscription form attached hereto as Exhibit 1, confirming and acknowledging that the representations and warranties of the Holder set forth in Section 8 of the Note are true and correct as of the date of exercise. 2.6. Net Exercise Election. The Holder may elect to convert all or a portion of this Warrant, without the payment by the Holder of any additional consideration, by the surrender of this Warrant or such portion to the Company, with the net exercise election selected in the subscription form attached hereto duly executed by the Holder, into up to the number of Shares being purchased shares of Warrant Stock that is obtained under the following formula: X = Y (A-B) A The Company will promptly respond in whole shares only) and such other information set forth on writing to an inquiry by the form Holder as to the then current fair market value of Notice one share of Exercise attached hereto as Appendix A, (b) a check or cash in the amount Warrant Stock. For purposes of the Exercise Price above calculation, fair market value of the Shares covered one share of Warrant Stock shall be determined by the notice (or such other consideration as has been approved by the Company’s Board of Directors consistent with in good faith; provided, however, that where there exists a public market for the PlanCompany’s Common Stock at the time of such exercise, the fair market value per share shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) trading days prior to the date of determination of fair market value and (cii) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon into which each share of Warrant Stock is convertible, if applicable, at the time of such exercise exercise. Notwithstanding the foregoing, in accordance the event the Warrant is exercised in connection with the terms hereof (a “Cashless Exercise”). In the event Company’s initial public offering of a Cashless Exercise, in lieu of paying the Exercise Price in cashCommon Stock, the holder fair market value per share shall surrender this Option for that be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock determined by multiplying the number of Shares to into which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per each share of the Common Warrant Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For exampleis convertible, if applicable, at the holder is exercising 100,000 Options with a per Warrant exercise price time of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimeexercise.
Appears in 1 contract Warrant (LendingClub Corp),
Exercise. This Option Warrants may be exercised, in whole or in part (but not as to fractional shares), by surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the aggregate Exercise Price for the Warrant Shares for which such Warrants are being exercised at the Company's principal offices at One Spar Yard Street, New London, CT 06320. The Exercise Price shall be exercised payable by certified or official bank check. The aggregate Exercise Price may also be paid, in whole or in part, by delivery of shares of Series A Preferred Stock or common stock, $.01 par value, of the Company ("Common Stock") owned by the Holding having an average Fair Market Value (as defined below) on the five business days ending two days immediately prior to the Exercise Date (as defined below) equal to the portion of the aggregate Exercise Price being paid in such shares. In addition, the Warrants may be exercised, by surrendering the Warrant Certificate in the manner specified in this Section 3, together with irrevocable instructions to the Company of (a) written notice of exercise stating to issue in exchange for the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of Warrant Certificate the number of shares of Common Series A Preferred Stock equal to be issued upon such exercise in accordance with the terms hereof product of (a “Cashless Exercise”). In a) the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares as to which it would otherwise be entitled the Warrants are being exercised multiplied by (b) a fraction, fraction the numerator of which shall be is the difference between the then current average Fair Market Price per Value of a share of Series A Preferred Stock on the Common Stock and five business days ending two days immediately prior to the Exercise Price, Date less the Exercise Price therefor and the denominator of which is such Fair Market Value. In the case of the purchase of less than all the shares of Series A Preferred Stock purchasable under any Warrant Certificate, the Company shall be cancel said Warrant Certificate and shall execute and deliver a new Warrant Certificate of like tenor for the then current Market Price per share unexercised balance of Common Stockthe Warrant Shares. For examplepurposes hereof, if "Exercise Date" shall mean the holder is exercising 100,000 Options with a per Warrant date on which all deliveries required to be made to the Company upon exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option Warrants pursuant to this Section 3.1 shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimehave been made.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant Option exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. , Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant Option exercise price of $0.75 .075 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Stock Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.
Appears in 1 contract Employment Agreement (3dicon Corp),
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant Option exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such date. .This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the thirty five (305) trading days immediately preceding such exercise date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.
Exercise. This The exercise price (the “Exercise Price”) of the Option shall be exercised by delivery to is three dollars and fifty cents ($3.50) per share, which equals the fair market value of the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto Common Stock as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereofabove Grant Date. Notwithstanding anything to the contrary contained in this Option, this The Option may be exercised only by presentation and surrender of this Option to cash, check or in any other manner as may be permitted by the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless ExerciseCompany, in lieu the exercise of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Priceits sole discretion, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 only for whole shares of Common Stock. Market Price This Option is defined as transferable to the average of fullest extent permitted by the last reported sale prices on the principal trading market Plan and applicable law. The Exercise Form is attached hereto for the Common Stock during the thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetimeDirector’s convenience.