Mandatory Cashless Exercise Sample Clauses

Mandatory Cashless Exercise. By accepting the Option, the Employee acknowledges and agrees that the Company or the Committee, in its sole discretion, has the right to require any exercise of the Option to be via a specified cashless exercise method only. Furthermore, the Company or the Committee, in its sole discretion, also has the right to determine that one of the following sales mechanisms will be pursued: (1) immediate sale of all the Shares issued upon the exercise of the Option ("Immediate Sale"); or (2) granting the Employee the right to hold Shares issued upon the exercise of the Option for a period of time and then sell the Shares on a future day at his own discretion ("Normal Sale"). In the event of a Termination of Service, the Company or the Committee shall also have the sole discretion to determine whether an Immediate Sale will occur. In any event, any Shares held shall be sold within 6 months of a Termination of Service or before the expiration of the Plan (whichever is earlier). Shares will be transferred to a brokerage firm designated by the Company (the "Brokerage Firm"). The Brokerage Firm, on the Employee’s behalf, may, upon the Employee’s delivery of a properly executed written notice of exercise together with irrevocable instructions to the Brokerage Firm, thereafter immediately sell the Shares at the prevailing market price pursuant to any process for the sale set forth by the Company, and deliver the proceeds, less the Exercise Price, Tax-Related Items and any broker fees, to the Company or its designee, which would then remit the net proceeds to the Employee through the Company’s or Affiliate’s special-purpose foreign exchange bank account in China. As a result of an Immediate Sale as set forth in this Appendix B, no Shares would be delivered to the Employee, and the Employee would not have any resulting rights as a shareholder of the Company. If an Employee is permitted to hold Shares under the Normal Sale scenario, Employee agrees that Shares may not be moved to any account or brokerage firm not designated by the Company and may not be moved out of any permitted account other than upon the sale of such Shares.

Mandatory Cashless Exercise. By accepting the Option, the Employee acknowledges and agrees that the immediate sale of the Shares issued upon the exercise of the Option is required unless the Company, in its sole discretion, determines otherwise. Such Shares will be transferred to a brokerage firm designated by the Company (the “Brokerage Firm”). The Brokerage Firm, on the Employee’s behalf, may, upon the Employee’s delivery of a properly executed written notice of exercise together with irrevocable instructions to the Brokerage Firm, thereafter immediately sell the Shares at the prevailing market price pursuant to any process for the sale set forth by the Company, and deliver the proceeds, less the Exercise Price, Tax-Related Items and any broker fees, to the Company or its designee, which would then remit the net proceeds to the Employee through the Company’s or Affiliate’s special purpose bank account in China. As a result of the immediate sale of Shares as set forth in this Appendix B, no Shares would be delivered to the Employee, and the Employee would not have any resulting rights as a shareholder of the Company.

Mandatory Cashless Exercise. Notwithstanding anything in the Agreement to the contrary, Optionee may only exercise the Option by utilizing a mandatory cashless, sell-all method of exercise.

Mandatory Cashless Exercise. Until such time, if any, that a registration statement covering the issuance of Common Stock to the holder upon exercise of a Warrant by the holder hereof (a “Common Registration Statement”) has been filed and declared effective, and at any time that such Common Registration Statement shall cease to be in effect, the Corporation may require that any holder exercising a Warrant must do so through a Cashless Exercise.

Mandatory Cashless Exercise. Notwithstanding Section 4 of the Agreement or any other provision in the Agreement to the contrary, the Option may be exercised only by using the cashless method, except as otherwise determined by the Company. Full cashless exercise (net proceeds remitted to the Employee in cash) or cashless sell-to-cover will be permitted. Cash and stock swap methods of exercise are prohibited.

Mandatory Cashless Exercise. Notwithstanding any provision in the Grant Agreement or the Plan to the contrary, if the Holder is resident in China, the Holder may exercise the Option only by means of a cashless “sell-all” exercise. Under a cashless “sell-all” exercise, all of the shares of Common Stock issuable upon the exercise of the Option will be sold and the sales proceeds (net from the payment of the exercise price and the withholding of Tax-Related Items pursuant to Section 4 of the Grant Agreement) will be paid to the Holder in cash. The following provisions apply if the Holder is a PRC national or is otherwise determined to be subject to the requirements imposed by the State Administration of Foreign Exchange (“SAFE”) as determined by Mattel:

Mandatory Cashless Exercise. By accepting the Option, the Employee acknowledges and agrees that the Company or the Committee, in its sole discretion, has the right to determine that one of the following sales mechanism will be pursued: (1) immediate sale of the Shares issued upon the exercise of the Option ("Immediate Sale"); or (2) granting the Employee the right to hold the Shares issued upon the exercise of the Option for a period of time and then sell the Shares on a future day at their own discretion ("Normal Sale").. In the event of a Termination of Service, the Company or the Committee shall have the sole discretion to determine whether an Immediate Sale will occur. In any event, the Shares shall be sold within 6 months of a Termination of Service or before the expiration of the Plan (whichever is earlier). Such Shares will be transferred to a brokerage firm designated by the Company (the "Brokerage Firm"). The Brokerage Firm, on the Employee’s behalf, may, upon the Employee’s delivery of a properly executed written notice of exercise together with irrevocable instructions to the Brokerage Firm, thereafter immediately sell the Shares at the prevailing market price pursuant to any process for the sale set forth by the Company, and deliver the proceeds, less the Exercise Price, Tax-Related Items and any broker fees, to the Company or its designee, which would then remit the net proceeds to the Employee through the Company’s or Affiliate’s special purpose bank account in China. As a result of the immediate sale of Shares as set forth in this Appendix B, no Shares would be delivered to the Employee, and the Employee would not have any resulting rights as a shareholder of the Company.

Mandatory Cashless Exercise. If the fair market value of the Series AB Preferred Stock, as reasonably determined, in good faith, by the Company's Board of Directors the ("FMV"), exceeds the Purchase Price, then, upon the consent of the Company and the holders of the Series AB Warrants who hold or have the right to acquire at least 51% of the Warrant Stock at such time issued or issuable upon the exercise of all of the Series AB Warrants (the "Consenting Holders"), this Warrant shall be deemed to have been exercised in full (to the extent not previously exercised) pursuant to a Cashless Exercise (as defined below) at 5:00 P.M. Eastern Standard Time on the date agreed upon by the Company and Consenting Holders. For purposes of this Warrant, Cashless Exercise shall mean an event whereby the Company shall issue to the Holder the number of shares of Warrant Stock determined as follows: N = B-A --- Y where: N = the number of shares of Warrant Stock that may be issued to Holder Y = the FMV of one share of Warrant Stock A = the aggregate Warrant Price (the number of shares of Warrant Stock for which this Warrant is exercisable x Purchase Price) B = the aggregate FMV (i.e., FMV x the number of shares of Warrant Stock for which this Warrant is exercisable)