Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant upon (a) the Participant’s written notice to the Company of exercise, (b) the Participant’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Share, such certificates shall bear the appropriate legend.
Appears in 3 contracts
Sources: Nonqualified Stock Option Agreement (Lri Holdings, Inc.), Nonqualified Stock Option Agreement (Lri Holdings, Inc.), Nonqualified Stock Option Agreement (Logan's Roadhouse of Kansas, Inc.)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company Holding of exercise, (b) the ParticipantEmployee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares of Holding Common Stock owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) at any time following a Public Offering, in a combination of cash and Shares Holding Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the ParticipantEmployee’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Holding Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the ParticipantEmployee’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, Holding shall deliver to the Company shall issue Employee a certificate or certificates representing the Shares shares of Holding Common Stock acquired upon the exercise thereofof such Options, registered in the name of the ParticipantEmployee, provided that, if the CompanyHolding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareHolding Common Stock, such certificates shall bear the appropriate legend. In addition to the other methods for paying the Option Price provided for in this Section 3, Employee may pay the Option Price by having Holding retain a number of shares of Holding Common Stock that would otherwise be issuable on exercise of the Options having a Fair Market Value equal to such Option Price. It is agreed that Employee may satisfy clause (a) above by delivering written notice to Holding of his desire to pay the Option Price as described in the preceding sentence on or before the Exercise Date and clause (c) above by being reasonably available to execute such agreements on or before the Exercise Date (although Holding may, in its sole discretion, defer issuance of any Holding Common Stock until such agreements are actually executed).
Appears in 3 contracts
Sources: Rollover Stock Option Agreement (Del Pharmaceuticals, Inc.), Rollover Stock Option Agreement (Del Pharmaceuticals, Inc.), Rollover Stock Option Agreement (Del Pharmaceuticals, Inc.)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company of exercise, (b) the ParticipantEmployee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares of Common Stock owned by the Participant for at least six (6) months (Employee or such other period as is required by applicable accounting standards which are deliverable to avoid a charge to earnings) the Employee upon the exercise of the Options and in each case having a Fair Market Value on the date of exercise equal to such Option Price, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the ParticipantEmployee’s execution of the Stockholders Agreement and the Registration Rights Agreement (if not otherwise already a party thereto) in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options in accordance with this Section 4 and, if applicable, receipt of evidence of the ParticipantEmployee’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 5 below, the Company shall issue a certificate or certificates representing deliver to the Shares Employee the shares of Common Stock acquired upon the exercise thereofthereof (in, at the option of the Company, certificated or book-entry form), registered in the name of the ParticipantEmployee, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.
Appears in 3 contracts
Sources: Nonqualified Stock Option Agreement (Alliance Laundry Holdings Inc.), Nonqualified Stock Option Agreement (Alliance Laundry Holdings Inc.), Nonqualified Stock Option Agreement (ALH Holding Inc.)
Method of Exercise and Payment. All or part (a) Except as may otherwise be permitted at the discretion of the exercisable Options Committee, this Option may be exercised by the Participant upon (a) the Participant’s written notice to the Company’s Secretary specifying the number of Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company of exerciseis under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates.
(b) the Participant’s The notice shall be accompanied by payment of the aggregate Option Price in full at of the time of exercise Option Shares being purchased (i) in cash or cash equivalentscash, (ii) at any time following a Public Offering, in unencumbered Shares owned by certified or cashier’s check payable to the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on order of the date of exercise equal to such Option PriceCompany, (iii) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in a combination accordance with procedures permitted by Regulation T of cash and Shares the Federal Reserve Board or (iv) in accordance with such procedures or in by such other form mode of payment as the Committee may approve. Such exercise shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable be effective upon the exercise actual receipt by the Company’s Secretary of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Share, such certificates shall bear the appropriate legendpayment.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Entasis Therapeutics LTD), Incentive Stock Option Agreement (Entasis Therapeutics LTD)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company Holding of exercise, (b) the ParticipantEmployee’s payment of the Series 1 Option Price or the Series 2 Option Price, as applicable, in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value fair market value on the date of exercise equal to such the Series 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and determine, (c) if such Options are exercised prior the Employee’s execution of a stock subscription agreement which shall be in substantially the form of the Stock Subscription Agreement attached to a Public Offeringthe Plan as Exhibit B, and (d) the ParticipantEmployee’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, and receipt of evidence of the ParticipantEmployee’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 34, but subject to Section 6 below, Holding shall deliver to the Company shall issue Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the CompanyHolding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 4 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.
Appears in 2 contracts
Sources: Employment Agreement (Ws Financing Corp), Employment Agreement (Ws Financing Corp)
Method of Exercise and Payment. All or part (a) Except as may otherwise be permitted at the discretion of the exercisable Options Committee, this Option may be exercised by the Participant upon (a) the Participant’s written notice to the Company’s Secretary specifying the number of Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company of exerciseis under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates.
(b) the Participant’s The notice shall be accompanied by payment of the aggregate Option Price in full at of the time of exercise Option Shares being purchased (i) in cash or cash equivalentscash, (ii) at any time following a Public Offering, in unencumbered Shares owned by certified or cashier’s check payable to the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on order of the date of exercise equal to such Option PriceCompany, (iii) in a combination of cash promissory note, to the extent permitted by applicable law and Shares or approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with such procedures permitted by Regulation T of the Federal Reserve Board or in (v) by such other form mode of payment as the Committee may approve . Such exercise shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable be effective upon the exercise actual receipt by the Company’s Secretary of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Share, such certificates shall bear the appropriate legendpayment.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Entasis Therapeutics LTD), Nonqualified Stock Option Agreement (Entasis Therapeutics LTD)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the Participant’s Employee's written notice to the Company Holding of exercise, (b) the Participant’s Employee's payment of the Series 1 Option Price or the Series 2 Option Price, as applicable, in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value fair market value on the date of exercise equal to such the Series 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and determine, (c) if such Options are exercised prior the Employee's execution of a stock subscription agreement which shall be in substantially the form of the Stock Subscription Agreement attached to a Public Offeringthe Plan as Exhibit B, and (d) the Participant’s Employee's execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, and receipt of evidence of the Participant’s Employee's execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 34, but subject to Section 6 below, Holding shall deliver to the Company shall issue Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the CompanyHolding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 4 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.
Appears in 2 contracts
Sources: Employment Agreement (Worldspan BBN Holdings LLC), Employment Agreement (Worldspan BBN Holdings LLC)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company Holding of exercise, (b) the ParticipantEmployee’s payment of the Series 1 Option Price or the Series 2 Option Price, as applicable, in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such the Series 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and determine, (c) if such Options are exercised prior the Employee’s execution of a stock subscription agreement which shall be in substantially the form of the Stock Subscription Agreement attached to a Public Offeringthe Plan as Exhibit B, and (d) the ParticipantEmployee’s execution of the Stockholders Agreement and the Registration Rights Agreement (if the Employee is not then a party to such agreements) in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, and receipt of evidence of that the Participant’s execution of Employee is a party to the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 34, but subject to Section 6 below, Holding shall deliver to the Company shall issue Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the CompanyHolding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 4 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend. The Stock Subscription Agreement shall contain provisions providing that, upon any termination of the Employee’s employment with Holding or any Subsidiary prior to a Public Offering, Holding and then CVC and OTPP and their respective affiliates shall have the right, in accordance with the procedures described in Section 8.7 of the Plan, to purchase all or any of the shares of Common Stock acquired by the Employee upon exercise of any of the Options (whether acquired before or after such termination) for a cash payment equal to the Fair Market Value of the shares of Common Stock on the date of repurchase, provided that if the Participant’s employment is terminated for Cause, then the cash payment shall be equal to the lower of the Fair Market Value and the purchase price of the shares of Common Stock so purchased.
Appears in 2 contracts
Sources: Stock Option Agreement (Ws Financing Corp), Stock Option Agreement (Ws Financing Corp)
Method of Exercise and Payment. All or part of When exercisable under Section 2, the exercisable Options Option may be exercised by the Participant upon (a) the Participant’s written notice to the Company Company's Chief Financial Officer specifying the number of exerciseOption Shares to be purchased. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified or cashier's check payable to the Participant’s payment order of the Option Price in full at the time of exercise (i) in cash or cash equivalentscompany, (iic) at any time following by payment through a Public Offering, in unencumbered Shares owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) in a combination of cash and Shares or (iv) broker in accordance with such procedures permitted by Regulation T of the Federal Reserve Board, or in (d) by such other form mode of payment as the Committee may approve. Such exercise shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable be effective upon the exercise actual receipt by the Company's Chief Financial Officer of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options andpayment. In addition, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 except as provided below, the Optionee may make payment in whole or in part in shares of the Company's Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if Optionee representing shares of the Company's Common Stock legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind and having a fair market value (as determined under the Plan) on the date of delivery that is at least as great as the Option Price of the Option Shares (or relevant portion thereof) with respect to which this Option is to be exercised by payment in shares of Common Stock, accompanied by stock powers duly endorsed in blank by the Optionee. Notwithstanding the foregoing, the Committee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company's Common Stock in payment of the Option Price or may impose such other limitations and prohibitions on the use of shares of the Company's Common Stock to exercise this Option as it deems appropriate. In the event the Committee refuses to accept shares of the Company's Common Stock in payment of the Option Price, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company Common Stock which were delivered to the Company shall be returned to the Optionee with notice of the refusal of the Committee to accept such Share, such certificates shall bear shares in payment of the appropriate legendOption Price.
Appears in 2 contracts
Sources: Stock Option Agreement (Opinion Research Corp), Stock Option Agreement (Opinion Research Corp)
Method of Exercise and Payment. All (a) When exercisable under Section 2 or part of the exercisable Options Section 7, this Option may be exercised by written notice, pursuant to Section 9, to the Participant upon Company’s Chief Operating Officer specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) the Participant’s written notice to the Company of exercisein cash, (b) by certified check payable to the Participant’s payment order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Vice President of such Notice and payment.
(b) Unless the Option Price Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgement, in full at form and substance satisfactory to the time Company, that Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of exercise counsel satisfactory to the Company, may be made without violating the registration provisions of the Act or any state securities laws), (b) has been advised and understands that (i) in cash or cash equivalentsthe Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer, (ii) at the Company is under no obligation to register the Option Shares under the Act or to take any time following a Public Offeringaction which would make available to Optionee any exemption from such registration, and (iii) the Option Shares may not be transferred without compliance with all applicable federal and state securities laws.
(c) In addition, except as provided below, Optionee may make payment in unencumbered Shares whole or in part in shares of the Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of exercise equal to delivery of such notice that is not greater than the Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution Price of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements Option Shares with respect to which the Shares issuable upon Option is to be exercised, accompanied by stock powers duly endorsed in blank by the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full record holder of the exercise price of any exercisable Options and, if applicable, receipt of evidence of shares represented by such certificates. Notwithstanding the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 belowforegoing, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the CompanyCommittee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company’s Common Stock in payment of the Option Price. In that event, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such Shareshares in payment of the Option Price. Furthermore, the Committee may impose such certificates shall bear limitations and prohibitions on the appropriate legenduse of shares of the Company’s Common Stock to exercise the Option as it deems appropriate.
Appears in 1 contract
Method of Exercise and Payment. All (a) When exercisable under Section 2 or part of the exercisable Options Section 7, this Option may be exercised by written notice, pursuant to Section 9, to the Participant upon Company’s Vice President ▇▇▇▇▇▇ ▇▇▇▇▇, specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) the Participant’s written notice to the Company of exercisein cash, (b) by certified check payable to the Participant’s payment order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Vice President of such Notice and payment.
(b) Unless the Option Price Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgement, in full at form and substance satisfactory to the time Company, that Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of exercise counsel satisfactory to the Company, may be made without violating the registration provisions of the Act or any state securities laws), (b) has been advised and understands that (i) in cash or cash equivalentsthe Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer, (ii) at the Company is under no obligation to register the Option Shares under the Act or to take any time following a Public Offeringaction which would make available to Optionee any exemption from such registration, and (iii) the Option Shares may not be transferred without compliance with all applicable federal and state securities laws.
(c) In addition, except as provided below, Optionee may make payment in unencumbered Shares whole or in part in shares of the Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of exercise equal to delivery of such notice that is not greater than the Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution Price of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements Option Shares with respect to which the Shares issuable upon Option is to be exercised, accompanied by stock powers duly endorsed in blank by the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full record holder of the exercise price of any exercisable Options and, if applicable, receipt of evidence of shares represented by such certificates. Notwithstanding the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 belowforegoing, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the CompanyCommittee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company’s Common Stock in payment of the Option Price. In that event, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such Shareshares in payment of the Option Price. Furthermore, the Committee may impose such certificates shall bear limitations and prohibitions on the appropriate legenduse of shares of the Company’s Common Stock to exercise the Option as it deems appropriate.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Panacea Global, Inc.)
Method of Exercise and Payment. All (a) When exercisable under Section 2 or part of the exercisable Options Section 7, this Option may be exercised by written notice, pursuant to Section 9, to the Participant upon Company’s Chief Executive Officer specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) the Participant’s written notice to the Company of exercisein cash, (b) by certified check payable to the Participant’s payment order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Chief Executive Officer of such Notice and payment.
(b) Unless the Option Price Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgement, in full at form and substance satisfactory to the time Company, that Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of exercise counsel satisfactory to the Company, may be made without violating the registration provisions of the Act or any state securities laws), (b) has been advised and understands that (i) in cash or cash equivalentsthe Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer, (ii) at the Company is under no obligation to register the Option Shares under the Act or to take any time following a Public Offeringaction which would make available to Optionee any exemption from such registration, and (iii) the Option Shares may not be transferred without compliance with all applicable federal and state securities laws.
(c) In addition, except as provided below, Optionee may make payment in unencumbered Shares whole or in part in shares of the Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of exercise equal to delivery of such notice that is not greater than the Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution Price of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements Option Shares with respect to which the Shares issuable upon Option is to be exercised, accompanied by stock powers duly endorsed in blank by the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full record holder of the exercise price of any exercisable Options and, if applicable, receipt of evidence of shares represented by such certificates. Notwithstanding the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 belowforegoing, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the CompanyCommittee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company’s Common Stock in payment of the Option Price. In that event, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such Shareshares in payment of the Option Price. Furthermore, the Committee may impose such certificates shall bear limitations and prohibitions on the appropriate legenduse of shares of the Company’s Common Stock to exercise the Option as it deems appropriate.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Panacea Global, Inc.)
Method of Exercise and Payment. All or part (a) Except as may otherwise be permitted at the discretion of the exercisable Options Committee, this Option may be exercised by the Participant upon (a) the Participant’s written notice to the Company’s Secretary specifying the number of Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company of exerciseis under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates.
(b) the Participant’s The notice shall be accompanied by payment of the aggregate Option Price in full at of the time of exercise Option Shares being purchased (i) in cash or cash equivalentscash, (ii) at any time following a Public Offering, in unencumbered Shares owned by certified or cashier’s check payable to the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on order of the date of exercise equal to such Option PriceCompany, (iii) in a combination of cash and Shares promissory note or (iv) in accordance with such procedures or in by such other form mode of payment as the Committee may approve. Such exercise shall from time to time determine be effective upon the actual receipt by the Company’s Secretary of such written notice and payment.
(c) if such Options are exercised prior to a Public OfferingUpon exercise of this Option, the Participant’s execution of Optionee agrees to execute documents as necessary for the Stockholders Agreement and the Registration Rights Agreement in order Optionee to become a party to such agreements with respect to the Shares issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders bound by that certain Shareholders Agreement by and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, among the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereofand its Shareholders, registered in the name of the Participantas amended and/or restated from time to time, provided that, if and any other such documents as reasonably may be required by the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Share, such certificates shall bear the appropriate legend.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Entasis Therapeutics LTD)
Method of Exercise and Payment. All or part of When exercisable under Section 2, the exercisable Options Option may be exercised by the Participant upon (a) the Participant’s written notice to the Company Company's Treasurer specifying the number of exerciseOption Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgment in form and substance satisfactory to the Company, that the Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) has been advised and understands that (i) the Participant’s Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (d) has been advised and understands that an appropriate legend referring to the restrictions contained in this Option may be endorsed on the certificate. The notice shall be accompanied by payment of the aggregate Option Price in full at of the time of exercise Option Shares being purchased (ia) in cash or cash equivalentscash, (iib) at any time following a Public Offering, in unencumbered Shares owned by certified or cashier's check payable to the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on order of the date of exercise equal to such Option PriceCompany, (iiic) in subject to the terms of the Plan (including without limitation, Section 15 of the Plan) by payment through a combination of cash and Shares or (iv) broker in accordance with such procedures permitted by Regulation T of the Federal Reserve Board or in (d) by such other form mode of payment as the Committee Board may approve. Such exercise shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable be effective upon the exercise actual receipt by the Company's Treasurer of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options andpayment. In addition, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 except as provided below, the Optionee may make payment in whole or in part in common shares of beneficial interest in the Company. If payment is made in whole or in part in such shares, then the Optionee shall deliver to the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the ParticipantOptionee representing such shares legally and beneficially owned by the Optionee, provided thatfree of all liens, if claims and encumbrances of every kind and having a fair market value (as determined under the CompanyPlan) on the date of delivery that is at least as great as the Option Price of the Option Shares with respect to which this Option is to be exercised by payment in such shares, accompanied by powers duly endorsed in blank by the Optionee. Notwithstanding the foregoing, the Committee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept Shares in payment of the Option Price or may impose such other limitations and prohibitions on the use of shares of beneficial interest in the Company to exercise this Option as it deems appropriate. In the event the Committee refuses to accept Shares in payment of the Option Price, any certificates issued under this Section 3 must bear a legend restricting representing Shares which were delivered to the transfer Company shall be returned to the Optionee with notice of the refusal of the Committee to accept such Share, such certificates shall bear shares in payment of the appropriate legendOption Price.
Appears in 1 contract
Sources: Stock Option Agreement (Liberty Property Limited Partnership)
Method of Exercise and Payment. All or part of When exercisable under Section 2, the exercisable Options Option may be exercised by the Participant upon (a) the Participant’s written notice to the Company Company's Treasurer specifying the number of exerciseOption Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgement, in form and substance satisfactory to the Company, that the Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) has been advised and understands that (i) the Participant’s Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws and (d) has been advised and understands that an appropriate legend referring to the restrictions contained in this Option may be endorsed on the certificate. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified or cashier's check payable to the order of the Company, (c) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (d) by such other mode of payment as the Committee may approve. Such exercise shall be effective upon the actual receipt by the Company's Treasurer of such written notice and payment. In addition, except as provided below, the Optionee may (1) make a payment of all or any portion of the Option Price in full at by means of delivery to the time Company of exercise (i) in cash or cash equivalentsshares of the Company's Common Stock, (ii2) at make a payment of all or any time following portion of the Option Price by means of having the Company withhold a Public Offeringnumber of the Option Shares that would otherwise be issuable to the Optionee upon exercise of the Option, in unencumbered Shares owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) in a combination of cash and Shares or (iv3) in accordance with such procedures or in such other form as have the Committee shall from time Company withhold a number of Option Shares that would otherwise be issuable to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution Optionee upon exercise of the Stockholders Agreement and Option sufficient to cover all or a portion of the Registration Rights Agreement in order to become a party to such agreements Company's tax withholding obligations, if any, with respect to the Shares issuable upon the exercise of such Optionsthe Option. As soon as practicable after receipt of a written exercise notice and If payment is made in full whole or in part in shares of the exercise price of any exercisable Options andCompany's Common Stock, if applicable, receipt of evidence of then the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject Optionee shall deliver to Section 6 below, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if Optionee representing shares of the Company's Common Stock legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind and having a fair market value (as determined under the Plan) on the date of delivery that is at least as great as the Option Price of the Option Shares (or relevant portion thereof) with respect to which this Option is to be exercised by payment in shares of Common Stock, accompanied by stock powers duly endorsed in blank by the Optionee. Notwithstanding the foregoing, the Committee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company's Common Stock in payment of the Option Price or may impose such other limitation and prohibitions on the use of Option Shares or other shares of the Company's Common Stock to exercise this Option as it deems appropriate. In the event the Committee refuses to accept shares of the Company's Common Stock in payment of the Option Price, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company's Common Stock which were delivered to the Company shall be returned to the Optionee with notice of refusal of the Committee to accept such Share, such certificates shall bear shares in payment of the appropriate legendOption Price.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Dollar Financial Corp)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the Participant’s Employee's written notice to the Company Holding of exercise, (b) the Participant’s Employee's payment of the Series 1 Option Price or the Series 2 Option Price, as applicable, in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such the Series 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and determine, (c) if such Options are exercised prior the Employee's execution of a stock subscription agreement which shall be in substantially the form of the Stock Subscription Agreement attached to a Public Offeringthe Plan as Exhibit B, and (d) the Participant’s Employee's execution of the Stockholders Agreement and the Registration Rights Agreement (if the Employee is not then a party to such agreements) in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, and receipt of evidence of that the Participant’s execution of Employee is a party to the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 34, but subject to Section 6 below, Holding shall deliver to the Company shall issue Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the CompanyHolding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 4 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend. The Stock Subscription Agreement shall contain provisions providing that, upon any termination of the Employee's employment with Holding or any Subsidiary prior to a Public Offering, Holding and then CVC and OTPP and their respective affiliates shall have the right, in accordance with the procedures described in Section 8.7 of the Plan, to purchase all or any of the shares of Common Stock acquired by the Employee upon exercise of any of the Options (whether acquired before or after such termination) for a cash payment equal to the Fair Market Value of the shares of Common Stock on the date of repurchase, provided that if the Participant's employment is terminated for Cause, then the cash payment shall be equal to the lower of the Fair Market Value and the purchase price of the shares of Common Stock so purchased.
Appears in 1 contract
Sources: Stock Option Agreement (Worldspan BBN Holdings LLC)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company of exercise, (b) the ParticipantEmployee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the ParticipantEmployee’s execution of the Stockholders Securityholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the ParticipantEmployee’s execution of the Stockholders Securityholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue deliver to the Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.
Appears in 1 contract
Method of Exercise and Payment. All or part of When exercisable under Section 2, the exercisable Options ------------------------------ Option may be exercised by written notice, pursuant to Section 8, to the Participant upon Company's Treasurer specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement under the Securities Act of 1933 (the "Act") and current registrations under all applicable state securities laws, containing the Optionee's acknowledgment, in form and substance satisfactory to the Company, that the Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the Participant’s written notice opinion of counsel satisfactory to the Company Company, may be made without violating the registration provisions of exercisethe Act), (b) has been advised and understands that (i) the Participant’s Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer, and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (d) has been advised that an appropriate legend referring to the foregoing restrictions on transfer may be endorsed on the certificates. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in full at cash, (b) by certified check payable to the time order of the Company, or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company's Treasurer of written notice of exercise (i) and payment. In addition, except as provided below, the Optionee may make payment in cash whole or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares owned part in shares of the Company's Common Stock held by the Participant for Optionee. For purposes of determining the amount of payment, such shares shall be valued at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value their fair market value on the date of exercise equal to such Option Price, (iii) as determined by the Board. If payment is made in a combination of cash and Shares or (iv) in accordance with such procedures whole or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution part in shares of the Stockholders Agreement and Company's Common Stock, then the Registration Rights Agreement in order to become a party to such agreements with respect Optionee shall deliver to the Shares issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if Optionee representing shares of the Company's Common Stock legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind, accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates. Notwithstanding the foregoing, the Board, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company's Common Stock in payment of the Option Price. In that event, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company's Common Stock which were delivered to the Company shall be returned to the Optionee with notice of the refusal of the Board to accept such Shareshares in payment of the Option Price. Furthermore, the Board may impose from time to time such certificates shall bear limitations and prohibitions on the use of shares of the Company's Common Stock for payment upon exercise of the Option as it deems appropriate legendin its sole discretion.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Zany Brainy Inc)
Method of Exercise and Payment. All (a) When exercisable under Section 2 or part of the exercisable Options Section 7, this Option may be exercised by written notice, pursuant to Section 9, to the Participant upon Company’s Vice President, ▇▇▇▇▇▇ ▇▇▇▇▇, specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) the Participant’s written notice to the Company of exercisein cash, (b) by certified check payable to the Participant’s payment order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Vice President of such Notice and payment.
(b) Unless the Option Price Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgement, in full at form and substance satisfactory to the time Company, that Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of exercise counsel satisfactory to the Company, may be made without violating the registration provisions of the Act or any state securities laws), (b) has been advised and understands that (i) in cash or cash equivalentsthe Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer, (ii) at the Company is under no obligation to register the Option Shares under the Act or to take any time following a Public Offeringaction which would make available to Optionee any exemption from such registration, and (iii) the Option Shares may not be transferred without compliance with all applicable federal and state securities laws.
(c) In addition, except as provided below, Optionee may make payment in unencumbered Shares whole or in part in shares of the Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of exercise equal to delivery of such notice that is not greater than the Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution Price of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements Option Shares with respect to which the Shares issuable upon Option is to be exercised, accompanied by stock powers duly endorsed in blank by the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full record holder of the exercise price of any exercisable Options and, if applicable, receipt of evidence of shares represented by such certificates. Notwithstanding the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 belowforegoing, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the CompanyCommittee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company’s Common Stock in payment of the Option Price. In that event, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such Shareshares in payment of the Option Price. Furthermore, the Committee may impose such certificates shall bear limitations and prohibitions on the appropriate legenduse of shares of the Company’s Common Stock to exercise the Option as it deems appropriate.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Panacea Global, Inc.)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company of exercise, (b) the ParticipantEmployee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the ParticipantEmployee’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the ParticipantEmployee’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue deliver to the Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Alliance Laundry Systems LLC)
Method of Exercise and Payment. All Each exercise of the Option shall be by means of a written notice of exercise (substantially in the form attached hereto as Exhibit “A”) delivered to the Secretary of the Corporation (or other designated officer) and specifying the number of whole Shares with respect to which the Option is being exercised, together with tender to the Corporation of the full Price attributable to the Shares to be purchased in cash or by a cashier’s check. The Committee may, in its sole discretion and in accordance with the Plan, permit Employee to exercise the Option by paying any part of the exercisable Options may be exercised Price by the Participant upon (a) the Participant’s written notice delivery to the Company Corporation of exercise, (b) the Participant’s payment shares of common stock of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares Corporation then owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) Employee having a Fair Market Value on the date of exercise of the Option equal to the total Price of the Shares being purchased (or such Option Priceportion of the total Price that Employee intends to pay by delivery of previously acquired shares). If payment is made by delivery of previously acquired shares, (iiithe certificate(s) representing such Shares shall be duly executed in blank by Employee or shall be accompanied by a combination stock power, duly executed in blank, for the purpose of cash and Shares or (iv) transferring such shares to the Corporation. Fair Market Value shall be determined by the Committee in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution terms of the Stockholders Agreement Plan. Fractional shares will not be accepted as payment of any portion of the Price. Prior to exercising the Option, Employee shall review the Corporation’s most recent financial statements, reports and the Registration Rights Agreement in order to become a party to such agreements with respect other information available to the Shares issuable upon Corporation’s stockholders, such that Employee becomes familiar, to Employee’s full satisfaction, with the Corporation’s affairs, status, prospects and risks. In the event that the Option is to be exercised by any person other than Employee, notice of exercise shall be accompanied by appropriate proof of the right of such Options. As soon as practicable after receipt of a written person to exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Share, such certificates shall bear the appropriate legendOption.
Appears in 1 contract
Sources: Incentive and Nonqualified Stock Option Agreement (Cohu Inc)
Method of Exercise and Payment. All or part of Subject to the exercisable Options limitations set forth in this Agreement, the Option, to the extent vested, may be exercised by the Participant upon (a) the Participant’s written notice by delivering to the Company an exercise notice in the form prescribed by the Company specifying the number of exercise, (b) the Participant’s whole shares of Common Stock to be purchased and by accompanying such notice with payment of the Option Price therefor in full at (or by arranging for such payment to the time of exercise Company’s satisfaction) either (i) in cash or cash equivalentscash, (ii) at any time following a Public Offering, in unencumbered Shares owned by authorizing the Participant for at least six (6) months (or such other period as is required by applicable accounting standards Company to avoid a charge to earnings) withhold whole shares of Common Stock which would otherwise be delivered having a an aggregate Fair Market Value on Value, determined as of the date of exercise exercise, equal to the amount necessary to satisfy such Option Priceobligation, (iii) except as may be prohibited by applicable law, in cash by a combination broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of cash and Shares exercise or (iv) in accordance with by a combination of (i) and (ii), and (b) by executing such procedures or in such other form documents as the Committee Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement be disregarded and the Registration Rights Agreement remaining amount due shall be paid in order to become cash by Participant. No certificate representing a party to such agreements with respect to share of Common Stock shall be issued or delivered until the Shares issuable upon the exercise of such Optionsfull purchase price therefor and any withholding taxes thereon, as described in Section 6.1, have been paid. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price Exercise Price of any exercisable Options and, if applicable, receipt of evidence portion of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement Option in accordance with this Section 3, but subject to Section 6 12 below, the Company shall issue deliver to the Participant (or such other person or entity) a certificate certificate, certificates or certificates electronic book-entry notation representing the Shares acquired upon the exercise thereof, registered in the name of the ParticipantParticipant (or such other person or entity), provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareShares, such certificates shall bear the appropriate legend.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (CPI Card Group Inc.)
Method of Exercise and Payment. All or part of (a) When exercisable under Section 2, the exercisable Options Option may be exercised by the Participant upon (a) the Participant’s written notice to the Company Company's Treasurer specifying the number of exerciseOption Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgement, in the form and substance satisfactory to the Company, that the Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) has been advised and understand that (i) the Participant’s Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable United State federal and state securities laws, and (d) has been advised and understands that an appropriate legend referring to the restrictions contained in this Option may be endorsed on the certificate. The notice shall be accompanied by payment of the aggregate Option Price in full at of the time Option Shares being purchased and nay additional amount which the Optionee is required to pay to the Company pursuant to the provision of exercise Section 11 hereof (ia) in cash or cash equivalentscash, (iib) at any time following a Public Offeringby certified or cashier's check payable to the order of the Company, in unencumbered Shares owned or (c) by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date mode of exercise equal to such Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form payment as the Committee may approve. Such exercise shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable be effective upon the exercise actual receipt by the Company's Treasurer of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Share, such certificates shall bear the appropriate legendpayment.
Appears in 1 contract
Method of Exercise and Payment. All or part of the When exercisable Options under Section ------------------------------ 2, this Option may be exercised by written notice, pursuant to Section 8, to the Participant upon Company's Controller specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the "Act"), and current registrations under all applicable state securities laws, containing the Optionee's acknowledgment, in form and substance satisfactory to the Company, that the Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the Participant’s written notice opinion of counsel satisfactory to the Company Company, may be made without violating the registration provisions of exercisethe Act or any state securities laws), (b) the Participant’s payment of the Option Price in full at the time of exercise has been advised and understands that (i) in cash or cash equivalents, the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii) at the Company is under no obligation to register the Option Shares under the Act or to take any time following a Public Offeringaction which would make available to the Optionee any exemption from such registration, in unencumbered Shares owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if has been advised and understands that such Options are exercised prior to a Public Offering, the Participant’s execution Option Shares may not be transferred without compliance with all applicable federal and state securities laws. The notice shall be accompanied by payment of the Stockholders Agreement and aggregate Option Price of the Registration Rights Agreement Option Shares being purchased (a) in order to become a party to such agreements with respect cash, (b) by certified check payable to the Shares issuable order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the exercise actual receipt by the Company's Controller of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options andpayment. In addition, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 except as provided below, the Optionee may make payment in whole or in part in shares of the Company's Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if Optionee representing shares of the Company's Common Stock legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of delivery of such notice that is not greater than the Option Price of the Option Shares with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates. Notwithstanding the foregoing, the Committee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company's Common Stock in payment of the Option Price. In that event, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company's Common Stock which were delivered to the Company shall be returned to the Optionee with notice of the refusal of the Committee to accept such Shareshares in payment of the Option Price. Furthermore, the Committee may impose such certificates shall bear limitations and prohibitions on the appropriate legenduse of shares of the Company's Common Stock to exercise the Option as it deems appropriate.
Appears in 1 contract
Method of Exercise and Payment. All or part (a) Subject to Section 9 hereof (if applicable), to the extent that the Option has become vested and exercisable with respect to a number of Option Shares as provided herein, the exercisable Options Option may thereafter be exercised by the Participant upon Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with this Section 4 and with Company trading policies. No shares of Stock resulting from the exercise of the Option shall be issued until full payment therefore has been made as set forth in this Section 4.
(ab) The Option shall be exercised in whole or in part by the Participant’s delivery of a written or electronic notice of exercise (in accordance with procedures established by the Company) to the Chief Financial Officer or General Counsel of the Company (or each of his or her designee), setting forth the number of shares of Stock with respect to which the Option is to be exercised, accompanied by full payment of the Exercise Price with respect to each such share of Stock and, to the extent applicable, an amount sufficient to pay all taxes required to be withheld by any governmental agency. The Exercise Price shall be payable to the Company (i) in full cash or its equivalent, (ii) by the actual or constructive transfer to the Company of exercise, (b) shares of Stock owned by the Participant’s payment of the Option Price in full Participant having a value at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option the total Exercise Price, (iii) in subject to any conditions or limitations established by the Committee, the Company’s withholding of Option Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the shares of Stock so withheld will not be treated as issued and will be acquired by the Company upon such exercise), (iv) by a combination of cash and Shares such methods of payment, or (ivv) in accordance with such procedures or in by such other form methods as may be approved by the Committee shall from time to time determine and (cauthorized under Section 6(b) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable upon Plan. No shares of Stock resulting from the exercise of such Optionsthe Option shall be issued until full payment therefore has been made. As soon as reasonably practicable after receipt of a written notification of exercise notice and full payment in full of the exercise price Exercise Price for the shares of any exercisable Options and, if applicable, receipt of evidence of Stock with respect to which the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 belowOption is exercised, the Company shall issue a certificate deliver to the Participant share certificates (or certificates representing the Shares acquired upon equivalent if such shares of Stock are held in book entry form) for such shares of Stock with respect to which the Option is exercised.
(c) To the extent applicable, the exercise thereof, registered in the name of the Participant, provided that, Option is contingent upon payment by the Participant of the amount sufficient to pay all taxes required to be withheld by any governmental agency. Such payment (if any) may be in any form acceptable to the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Share, such certificates shall bear the appropriate legendCommittee.
Appears in 1 contract
Method of Exercise and Payment. All (a) When exercisable under Section 2 or part of the exercisable Options Section 7, this Option may be exercised by written notice, pursuant to Section 9, to the Participant upon Company’s General Counsel specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) the Participant’s written notice to the Company of exercisein cash, (b) by certified check payable to the Participant’s payment order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s General Counsel of such Notice and payment.
(b) Unless the Option Price Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgement, in full at form and substance satisfactory to the time Company, that Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of exercise counsel satisfactory to the Company, may be made without violating the registration provisions of the Act or any state securities laws), (b) has been advised and understands that (i) in cash or cash equivalentsthe Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer, (ii) at the Company is under no obligation to register the Option Shares under the Act or to take any time following a Public Offeringaction which would make available to Optionee any exemption from such registration, and (iii) the Option Shares may not be transferred without compliance with all applicable federal and state securities laws.
(c) In addition, except as provided below, Optionee may make payment in unencumbered Shares whole or in part in shares of the Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of exercise equal to delivery of such notice that is not greater than the Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution Price of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements Option Shares with respect to which the Shares issuable upon Option is to be exercised, accompanied by stock powers duly endorsed in blank by the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full record holder of the exercise price of any exercisable Options and, if applicable, receipt of evidence of shares represented by such certificates. Notwithstanding the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 belowforegoing, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the CompanyCommittee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company’s Common Stock in payment of the Option Price. In that event, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such Shareshares in payment of the Option Price. Furthermore, the Committee may impose such certificates shall bear limitations and prohibitions on the appropriate legenduse of shares of the Company’s Common Stock to exercise the Option as it deems appropriate.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Bon Ton Stores Inc)
Method of Exercise and Payment. All (a) When exercisable under Section 2 or part of the exercisable Options Section 7, this Option may be exercised by written notice, pursuant to Section 9, to the Participant upon Company’s Vice President specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) the Participant’s written notice to the Company of exercisein cash, (b) by certified check payable to the Participant’s payment order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Vice President of such Notice and payment.
(b) Unless the Option Price Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgement, in full at form and substance satisfactory to the time Company, that Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of exercise counsel satisfactory to the Company, may be made without violating the registration provisions of the Act or any state securities laws), (b) has been advised and understands that (i) in cash or cash equivalentsthe Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer, (ii) at the Company is under no obligation to register the Option Shares under the Act or to take any time following a Public Offeringaction which would make available to Optionee any exemption from such registration, and (iii) the Option Shares may not be transferred without compliance with all applicable federal and state securities laws.
(c) In addition, except as provided below, Optionee may make payment in unencumbered Shares whole or in part in shares of the Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of exercise equal to delivery of such notice that is not greater than the Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution Price of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements Option Shares with respect to which the Shares issuable upon Option is to be exercised, accompanied by stock powers duly endorsed in blank by the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full record holder of the exercise price of any exercisable Options and, if applicable, receipt of evidence of shares represented by such certificates. Notwithstanding the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 belowforegoing, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the CompanyCommittee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company’s Common Stock in payment of the Option Price. In that event, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such Shareshares in payment of the Option Price. Furthermore, the Committee may impose such certificates shall bear limitations and prohibitions on the appropriate legenduse of shares of the Company’s Common Stock to exercise the Option as it deems appropriate.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Panacea Global, Inc.)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant upon (a) the Participant’s written notice to the Company of exercise, ; (b) the Participant’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares of Common Stock owned by the Participant that have been owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a earnings and that have an aggregate Fair Market Value on the date of exercise equal to such aggregate Option Price, (iii) in a combination of cash and Shares such unencumbered shares of Common Stock, or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine determine; and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Management Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. Notwithstanding clauses (a) and (b) in the preceding sentence, in the event of the termination of the Participant’s employment prior to a Public Offering (I) by the Company or a Subsidiary without Cause (including a termination by the Participant that is treated as a termination without Cause if so provided in an employment agreement to which the Participant is a party), (II) by reason of the Participant’s death, or (III) by reason of the Participant’s Disability, then in lieu of being required to exercise the Options and pay the Option exercise price in full at the time of exercise as aforesaid, the Participant may direct the Company to cancel all or a portion of the Options (to the extent then exercisable), and, in consideration of such cancellation, the Company shall (A) retain (i.e., not issue) a number of shares of Common Stock (the “Unissued Option Shares”) that have an aggregate Fair Market Value as of the date of cancellation equal to (x) the aggregate Option exercise price of the portion of the Options so cancelled and (y) related withholding taxes (and the Participant shall thereupon be deemed to have satisfied his or her obligations under Section 6), and (B) issue to the Participant a number of shares of Common Stock equal to the portion of the Options so cancelled minus the number of Unissued Option Shares; provided, however, that the exercise of the Options in this manner shall not be permitted if such manner of exercise would violate any financing instrument of the Company or any of its Subsidiaries. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Management Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue deliver to the Participant a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the Participant, ; provided that, that if the Company, Company in its sole discretion, discretion shall determine that, that under applicable securities laws, laws any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Sra International, Inc.)
Method of Exercise and Payment. All or part of When exercisable under Section 2, the exercisable Options Option may be exercised by the Participant upon (a) the Participant’s written notice to the Company Company’s Treasurer specifying the number of exerciseOption Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the “Act”), containing the Optionee’s acknowledgment in form and substance satisfactory to the Company, that the Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) has been advised and understands that (i) the Participant’s Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (d) has been advised and understands that an appropriate legend referring to the restrictions contained in this Option may be endorsed on the certificate. The notice shall be accompanied by payment of the aggregate Option Price in full at of the time of exercise Option Shares being purchased (ia) in cash or cash equivalentscash, (iib) at any time following a Public Offering, in unencumbered Shares owned by certified or cashier’s check payable to the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on order of the date of exercise equal to such Option PriceCompany, (iiic) in subject to the terms of the Plan (including without limitation, Section 15 of the Plan) by payment through a combination of cash and Shares or (iv) broker in accordance with such procedures permitted by Regulation T of the Federal Reserve Board or in (d) by such other form mode of payment as the Committee Board may approve. Such exercise shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable be effective upon the exercise actual receipt by the Company’s Treasurer of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options andpayment. In addition, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 except as provided below, the Optionee may make payment in whole or in part in common shares of beneficial interest in the Company. If payment is made in whole or in part in such shares, then the Optionee shall deliver to the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the ParticipantOptionee representing such shares legally and beneficially owned by the Optionee, provided thatfree of all liens, if claims and encumbrances of every kind and having a fair market value (as determined under the CompanyPlan) on the date of delivery that is at least as great as the Option Price of the Option Shares with respect to which this Option is to be exercised by payment in such shares, accompanied by powers duly endorsed in blank by the Optionee. Notwithstanding the foregoing, the Committee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept Shares in payment of the Option Price or may impose such other limitations and prohibitions on the use of shares of beneficial interest in the Company to exercise this Option as it deems appropriate. In the event the Committee refuses to accept Shares in payment of the Option Price, any certificates issued under this Section 3 must bear a legend restricting representing Shares which were delivered to the transfer Company shall be returned to the Optionee with notice of the refusal of the Committee to accept such Share, such certificates shall bear shares in payment of the appropriate legendOption Price.
Appears in 1 contract
Sources: Stock Option Agreement (Liberty Property Limited Partnership)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company Holding of exercise, (b) the ParticipantEmployee’s payment of the Series 1 Option Price or the Series 2 Option Price, as applicable, in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value (as defined in Section 5(e) below) on the date of exercise equal to such the Series 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and determine, (c) if such Options are exercised prior the Employee’s execution of a stock subscription agreement which shall be in substantially the form of the Stock Subscription Agreement attached to a Public Offeringthe Plan as Exhibit B (modified as provided in this Section 4), and (d) the ParticipantEmployee’s execution of the Stockholders Agreement and the Registration Rights Agreement (if the Employee is not then a party to such agreements) in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, and receipt of evidence of that the Participant’s execution of Employee is a party to the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 34, but subject to Section 6 below, Holding shall deliver to the Company shall issue Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the CompanyHolding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 4 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.. The Stock Subscription Agreement shall contain provisions providing that, upon any termination of the Employee’s employment with Holding or any Subsidiary prior to a Public Offering, Holding and then CVC and OTPP and their respective affiliates shall have the right, in accordance with the procedures described in Section 8.7 of the Plan, to purchase all or any of the shares of Common Stock acquired by the Employee upon exercise of any of the Options (whether acquired before or after such termination) for a cash payment equal to the Fair Market Value of the shares of Common Stock on the date of repurchase, provided that if the Participant’s employment is terminated for Cause, then the cash payment shall be equal to the lower of the Fair
Appears in 1 contract
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant upon (a) the Participant’s written notice to the Company of exercise, ; (b) the Participant’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) at any time following a Public Offering, in a combination of cash and unencumbered Shares owned by the Participant for at least six months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a combined Fair Market Value on the date of exercise equal to such Option Price, or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine determine; and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Members Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Members Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, ; provided that, that if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Share, such certificates shall bear the appropriate legend.
Appears in 1 contract
Sources: Nonqualified Share Option Agreement (Third Point Reinsurance Ltd.)
Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company of exercise, (b) the ParticipantEmployee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares of Common Stock owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) at any time following a Public Offering, in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the ParticipantEmployee’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the ParticipantEmployee’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue deliver to the Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Del Pharmaceuticals, Inc.)
Method of Exercise and Payment. All or part of the When exercisable Options under Section 2, this Option may be exercised by written notice, pursuant to Section 8, to the Participant upon Company's Controller specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the "Act"), and current registrations under all applicable state securities laws, containing Optionee's acknowledgement, in form and substance satisfactory to the Company, that Optionee (a) is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in the Participant’s written notice opinion of counsel satisfactory to the Company Company, may be made without violating the registration provisions of exercisethe Act or any state securities laws), (b) the Participant’s payment of the Option Price in full at the time of exercise has been advised and understands that (i) in cash or cash equivalentsthe Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer, (ii) at the Company is under no obligation to register the Option Shares under the Act or to take any time following action which would make available to Optionee any exemption from such registration, and (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified check payable to the order of the Company or (c) by a Public Offeringcombination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company's Controller of such written notice and payment. In addition, except as provided below, Optionee may make payment in unencumbered Shares whole or in part in shares of the Company's Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company's Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company's Common Stock legally and beneficially owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of exercise equal to delivery of such notice that is not greater than the Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution Price of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements Option Shares with respect to which the Shares issuable upon Option is to be exercised, accompanied by stock powers duly endorsed in blank by the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full record holder of the exercise price of any exercisable Options and, if applicable, receipt of evidence of shares represented by such certificates. Notwithstanding the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 belowforegoing, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the CompanyCommittee, in its sole discretion, shall determine that, under applicable securities lawsmay refuse to accept shares of the Company's Common Stock in payment of the Option Price. In that event, any certificates issued under this Section 3 must bear a legend restricting representing shares of the transfer Company's Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such Shareshares in payment of the Option Price. Furthermore, the Committee may impose such certificates shall bear limitations and prohibitions on the appropriate legenduse of shares of the Company's Common Stock to exercise the Option as it deems appropriate.
Appears in 1 contract
Method of Exercise and Payment. All or part of Subject to the exercisable Options limitations set forth in this Agreement, the Option, to the extent vested, may be exercised by the Participant upon (a) the Participant’s written notice by delivering to the Company an exercise notice in the form prescribed by the Company specifying the number of exercise, (b) the Participant’s whole shares of Common Stock to be purchased and by accompanying such notice with payment of the Option Price therefor in full at (or by arranging for such payment to the time of exercise Company’s satisfaction) either (i) in cash or cash equivalentscash, (ii) at any time following a Public Offering, in unencumbered Shares owned by authorizing the Participant for at least six (6) months (or such other period as is required by applicable accounting standards Company to avoid a charge to earnings) withhold whole shares of Common Stock which would otherwise be delivered having a an aggregate Fair Market Value on Value, determined as of the date of exercise exercise, equal to the amount necessary to satisfy such Option Priceobligation, (iii) except as may be prohibited by applicable law, in cash by a combination broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of cash and Shares exercise or (iv) in accordance with by a combination of (i) and (ii), and (b) by executing such procedures or in such other form documents as the Committee Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement be disregarded and the Registration Rights Agreement remaining amount due shall be paid in order to become cash by Participant. No certificate representing a party to such agreements with respect to share of Common Stock shall be issued or delivered until the Shares issuable upon the exercise of such Optionsfull purchase price therefor and any withholding taxes thereon, as described in Section 6.1, have been paid. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price Exercise Price of any exercisable Options and, if applicable, receipt of evidence portion of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement Option in accordance with this Section 3, but subject to Section 6 8 below, the Company shall issue deliver to the Participant (or such other person or entity) a certificate certificate, certificates or certificates electronic book-entry notation representing the Shares acquired upon the exercise thereof, registered in the name of the ParticipantParticipant (or such other person or entity), provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareShares, such certificates shall bear the appropriate legend.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (CPI Card Group Inc.)