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.
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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.
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Mandatory Cashless Exercise. Notwithstanding anything in Section 3(a) of the Terms and Conditions to the contrary, Optionee may exercise the Option only by means of a cashless “sell-all” exercise unless the amendments to the Italian Financial Services Act, which became effective 13 November 2012, permit the acquisition of shares of Stock pursuant to the exercise of the Option without the involvement of an authorized financial intermediary in Italy (in which case, the Optionee may utilize any method of exercise permitted under the Terms and Conditions). Under a cashless “sell all” exercise, all of the shares of Stock issuable upon exercise of the Option will be sold and the sales proceeds (net from the payment of the Exercise Price and any taxes and social insurance contributions that are required to be withheld pursuant to Section 4 of the Terms and Conditions) will be paid to Optionee in cash.
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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:
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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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)
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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.
Sample 1

Related to Mandatory Cashless Exercise

  • Cashless Exercise If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

  • Cashless Exercise at Company’s Option If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.

  • Registration of Common Stock Cashless Exercise at Companys Option 7.4.1 Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement registering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4.1, “

  • Automatic Cashless Exercise upon Expiration In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

  • Registration of Ordinary Shares Cashless Exercise at Companys Option Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “

  • Cashless Settlement Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

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