Common use of Method of Exercise and Form of Payment Clause in Contracts

Method of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any taxes required to be withheld or paid upon exercise of such Option. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option, accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares to the Company); provided that such Common Shares are not subject to any pledge or other security interest and are Mature Shares; and (ii) by such other method as the Committee may permit in accordance with Applicable Law, in its sole discretion, including without limitation: (A) in other property having a Fair Market Value on the date of exercise equal to the Exercise Price, (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price, or (C) by a “net exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option was exercised that number of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for the Common Shares for which the Option was exercised. No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

Appears in 1 contract

Samples: Business Combination Agreement (Ivanhoe Capital Acquisition Corp.)

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Method of Exercise and Form of Payment. No Common Shares Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any taxes required to be withheld or paid upon exercise of such Option. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option, accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares Stock in lieu of actual delivery of such shares to the Company); provided that provided, that, such Common Shares Stock are not subject to any pledge or other security interest and are Mature Shares; and (ii) by such other method as the Committee may permit in accordance with Applicable Law, in its sole discretion, including without limitation: (A) in other property having a Fair Market Value on the date of exercise equal to the Exercise Price, (B) if there is a public market for the Common Shares Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price, or (C) by a “net exercise” method whereby the Company withholds from the delivery of the shares of Common Shares Stock for which the Option was exercised that number of shares of Common Shares Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of Common Shares Stock for which the Option was exercised. No fractional shares of Common Shares Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional share of Common SharesStock, or whether such fractional share of Common Shares Stock or any rights thereto shall be canceled, terminated or otherwise eliminated.

Appears in 1 contract

Samples: Joinder Agreement (Forum Merger III Corp)

Method of Exercise and Form of Payment. No Class B Common Shares Units shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld or paid upon exercise of such Optionwithheld. Options that have become exercisable may be exercised by execution and delivery of written or electronic notice of exercise to the Company Exercise Documentation in accordance with the terms of the Option, Option accompanied by payment in full of the Exercise Price. The aggregate Exercise Price for all Options being exercised shall be payable (i) in cash, check, or cash equivalent and/or Common Shares valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares to the Company); provided that such Common Shares are not subject to any pledge or other security interest and are Mature Shares; and (ii) by such other method as the Committee may permit in accordance with Applicable Lawapplicable law, in its sole discretion, including without limitation: (A) in other property having a Fair Market Value fair market value on the date of exercise equal to the Exercise Price, ; (B) if there is a public market for the Class B Common Shares Units at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Class B Common Shares Units otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price, or ; (C) by a “net exercise” method whereby the Company withholds from the delivery of the Class B Common Shares Units for which the Option was exercised that number of Class B Common Shares Units having a Fair Market Value equal to the aggregate Exercise Price for the Class B Common Shares Units for which the Option was exercised. No fractional ; or (D) by payment of the Exercise Price by delivery to the Company of that number of Class B Common Shares shall be issued or delivered Units having a Fair Market Value equal to the aggregate Exercise Price for the Class B Common Units for which the Option was exercised (including, pursuant to procedures approved by the Plan or any AwardCommittee, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred by means of attestation of ownership of a sufficient number of Class B Common Units in lieu of actual delivery of such units to the Company); provided, that such Class B Common Units are not subject to any pledge or other security interest. No Option may be exercised for a fraction of a Unit. Any fractional Class B Common Shares, or whether such fractional Common Shares or any rights thereto Units shall be canceled, terminated or otherwise eliminatedsettled in cash.

Appears in 1 contract

Samples: Option Award Agreement (Triller Corp.)

Method of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any taxes required to be withheld or paid upon exercise of such Option. Options that have become exercisable may be exercised by delivery of timely written or electronic notice of exercise to the Company in accordance with at its executive offices, addressed to the terms attention of the Option, Company’s Corporate Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of Options being exercised and thus the number of full Shares then elected to be purchased with respect to the Options; and (c) shall be accompanied by payment in full of the Exercise PricePrice of the Shares to be purchased (along with an amount equal to any federal, state, local, and non-U.S. income and employment taxes required to be withheld) and the Participant’s copy of this Award Agreement. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or shares of Common Shares Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Shares Stock in lieu of actual delivery of such shares to the Company); provided that such Common Shares are not subject to any pledge Company); or other security interest and are Mature Shares; and (ii) by such other method as the Committee may permit in accordance with Applicable Law, in its sole discretion, including without limitation: (A) in other property having a Fair Market Value fair market value on the date of exercise equal to the Exercise Price, (B) if there is a public market for the shares of Common Shares Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Shares Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price, or (C) by a “net exercise” method whereby the Company withholds from the delivery of the shares of Common Shares Stock for which the Option was exercised that number of shares of Common Shares Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of Common Shares Stock for which the Option was exercised. No Any fractional shares of Common Shares Stock shall be issued or delivered pursuant settled in cash. The Company shall deliver to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu Participant evidence of any fractional Common book entry Shares, or whether such fractional Common upon the Participant’s request, Share certificates in an appropriate amount based upon the number of shares purchased under the Option. The Company shall maintain a record of all information pertaining to the Participant’s rights under this Award Agreement, including the number of Shares or any rights thereto for which the Options are exercisable. If all of the Options granted pursuant to this Award Agreement have been exercised, this Award Agreement shall be returned to the Company and canceled, terminated or otherwise eliminated.

Appears in 1 contract

Samples: Federal Signal Corp /De/

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Method of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any taxes required to be withheld or paid upon exercise of such Option. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option, accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares to the Company); provided that such Common Shares are not subject to any pledge or other security interest and are Mature Shares; and (ii) by such other method as the Committee may permit in accordance with Applicable Lawapplicable law, in its sole discretion, including without limitation: (A) in other property having a Fair Market Value on the date of exercise equal to the Exercise Price, (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price, or (C) by a “net exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option was exercised that number of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for the Common Shares for which the Option was exercised. No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

Appears in 1 contract

Samples: Business Combination Agreement (Centricus Acquisition Corp.)

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