Common use of Method of Exercising Option Clause in Contracts

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 7 contracts

Samples: Employee Stock Option Agreement (Cass Brian), Employee Stock Option Agreement (Life Sciences Research Inc), Employee Stock Option Agreement (Life Sciences Research Inc)

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Method of Exercising Option. a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Secretary of the Corporation, Company at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the election to exercise the Option and specifying the number of Option Shares in respect of which it is being exercised, to be purchased and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment in full of the full aggregate purchase price for the Shares being purchased Option Shares. As an alternative Attached as Exhibit 1 is a form of written notice acceptable to payment the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the purchase same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the Shares five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Option may Company, at the election of the holder as promptly as possible, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver or cause to be delivered a certificate or certificates representing the Option Shares as soon as practicable after with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of election has been received the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be is exercised by any person or persons other than after the Option Holder death or legal disability of the Optionee, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that shall be are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 6 contracts

Samples: Stock Option Agreement (Derma Sciences Inc), Stock Option Agreement (Derma Sciences Inc), Stock Option Agreement (Derma Sciences Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary Company or its designee, in substantially the form prescribed by the Company or its designee together with provision for payment of the Corporation, at its principal office or such other location full Purchase Price in accordance with this Section 5 for the Shares as may be designated by to which the Secretary of the Corporation Option is being exercised. Such notice shall state the election to exercise the Option and the number of Shares in with respect of to which it the Option is being exercised, exercised and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment Payment of the purchase price for the Shares such Shares shall be made (a) in United States dollars in cash or by check, the Option may, or (b) at the election discretion of the holder, be converted into Board of Directors of the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess Company or, if any applicable, a committee of the Board of Directors, through delivery of shares of common stock of the Company having a Fair Market Value ( 1 as defined below) the closing market price per Share equal as of the exercise date over (2) the Purchase Price (as adjusted through of the exercise date) to the cash exercise price of the Option and held for at least six months, divided or (c) at the discretion of the Board of Directors of the Company or, if applicable, a committee of the Board of Directors, by (Y) having the closing market price per Share Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a Fair Market Value equal as of the date of exercise to the exercise price of the Option, or (d) at the discretion of the Board of Directors of the Company or, if applicable, a committee of the Board of Directors, by delivery of the grantee’s personal recourse note, bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (e) in accordance with a cashless exercise program established with a securities brokerage firm previously approved by the Company, or (f) at the discretion of the Board of Directors of the Company or, if applicable, a committee of the Board of Directors, by any combination of (a), (b), (c) (d) and (e) above or (g) at the discretion of the Board of Directors of the Company or, if applicable, a committee of the Board of Directors, payment of such other lawful consideration as the Board of Directors of the Company or, if applicable, a committee of the Board of Directors may determine.For purposes of this Agreement, Fair Market Value of a Share of common stock means:(1) If the common stock of the Company is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the common stock, the closing or last price of the common stock on the composite tape or other comparable reporting system for the trading day on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date;(2) If the common stock of the Company is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the common stock for the trading day referred to in clause (1), and if bid and asked prices for the common stock are regularly reported, the mean between the bid and the asked price for the common stock at the close of trading in the over-the-counter market for the trading day on which common stock was traded on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date . ; and(3) If the common stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Board of Directors of the Company, in good faith, shall determine.The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of election has such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been received so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised exercised, pursuant to Section 4 hereof, by any person or persons other than the Option Holder Participant, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 4 contracts

Samples: Interleukin Genetics Inc, Stock Option Agreement (Synta Pharmaceuticals Corp), Stock Option Agreement (Synta Pharmaceuticals Corp)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may only be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation ValueVision. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons person so exercising the Option. The Such notice of election shall either: (a) be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the such Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation in which event ValueVision shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person received; or persons other (b) fix a date (not less than five (5) nor more than ten (10) business days from the Option Holder, the date such notice of election shall be accompanied received by appropriate proof ValueVision) for the payment of the right full purchase price of such person Shares against delivery of a certificate or persons certificates representing such Shares. Payment of such purchase price shall, in either case, be made by certified or cashier's check payable to exercise the Option order of ValueVision. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 4 contracts

Samples: Valuevision International Inc, Valuevision International Inc, Valuevision Media Inc

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement option agreement, the this Option may be exercised by written notice to the Secretary of the Corporation, mailed or personally delivered to the Corporation at its principal office or such other location as may be designated by the Secretary of the Corporation following address: Suite 830 - 789 West Pender Street, Vancouver, B.C. V6C IH2. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall either: (a) be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for shares, in which event the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation corporation shall deliver a certificate or certificates representing Shares the shares as soon as practicable after the notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice is to be received by the corporation) for the payment of election has been received the full purchase price of the shares against delivery of a certificate or certificates representing the shares. In Payment of the event purchase price shall, in either case, be made by cheque payable to the order of the Corporation. The certificate or certificates for the shares as to which the Option shall have been exercised shall be exercised by any registered in the name of the Optionee and another person jointly, with right of survivorship, and shall be delivered as provided above to or on the written order of the person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise exercising the Option. All Shares shares that shall be purchased upon on the exercise of the Option option as provided herein in this agreement shall be fully paid and nonassessable . Any unexercised portion shall stay with the Optionee.

Appears in 4 contracts

Samples: Stock Option Agreement (China Nettv Holdings Inc), China Nettv Holdings Inc, China Nettv Holdings Inc

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary Chief Financial Officer of the Corporation, Company at its the principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The Such notice of election shall be accompanied by this Agreement and payment of the full purchase price for of such shares which payment shall be made (i) in cash or by certified check or bank draft payable to the Shares being purchased. As an alternative to payment Company, (ii) by any other form of legal consideration deemed sufficient by the Company and consistent with the purpose of the 2013 Stock Plan and applicable law, (iii) in the sole discretion of the Company, by delivery of shares of Common Stock of the Company having a Fair Market Value equal to the purchase price for price, or (iv) by a combination of cash and shares of Common Stock, whose Fair Market Value shall equal the Shares purchase price. For purposes of this paragraph, the Option may, at the election “Fair Market Value” of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as Common Stock of the exercise date over (2 Company shall be established in the manner set forth in Section 2(p) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date 2013 Stock Plan. The Corporation shall deliver a certificate or certificates representing Shares for the shares as to which the Option shall have been so exercised shall be registered in the name of the person so exercising the Option, or if the Optionee so elects, in the name of the Optionee or one other person as joint tenants, and shall be delivered as soon as practicable after the notice of election has shall have been received. In the event the Option shall be exercised by any person or persons other than the Option Holder Optionee, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 3 contracts

Samples: Stock Option Agreement (Arctic Cat Inc), Stock Option Agreement (Arctic Cat Inc), Stock Option Agreement (Arctic Cat Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, Corporation at its principal office or such other location as may be designated by the Secretary business address attention of the Corporation Secretary. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice of election shall be accompanied by this Agreement and payment in cash or by check, or by shares of the full purchase price for Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Shares being purchased. As an alternative Corporation, pursuant to payment of which the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) Optionee shall receive the number of Shares subject shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to this option and (B) the excess, if any, of (1) the closing market aggregate exercise price per Share as of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise date over (2) form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the Purchase Price (as adjusted through shares and deliver the sale proceeds directly to the Corporation to pay for the exercise date), divided by (Y) price. In the closing market price per Share as event that payment is made in shares of the exercise date Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The Corporation shall deliver a certificate or certificates representing Shares for the shares as soon as practicable after to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of election has been received the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Holder Agreement), the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option . All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable .

Appears in 3 contracts

Samples: Non Qualified Stock Option Agreement (Psychemedics Corp), Non Qualified Stock Option Agreement (Psychemedics Corp), Non Qualified Stock Option Agreement (Psychemedics Corp)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement option agreement, the Option this option may be exercised by written notice to the Secretary of corporation, mailed or personally delivered to the Corporation corporation at the following address: 100 Oceangate Blvd., at its principal office or such other location as may be designated by the Secretary of the Corporation Suite 1200, Long Beach, CA 90802. Such notice shall state the election to exercise the Option option and the number of Shares shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option option. The notice of election shall either: (a) be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for shares, in which event the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation corporation shall deliver a certificate or certificates representing Shares the shares as soon as practicable after the notice of election has been received. In the event the Option shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice is to be received by the corporation) for the payment of the full purchase price of the shares against delivery of a certificate or certificates representing the shares. Payment of the purchase price shall, in either case, be made by check payable to the order of the corporation. The certificate or certificates for the shares as to which the option shall have been exercised by any shall be registered in the name of the employee and another person jointly, with right of survivorship, and shall be delivered as provided above to or on the written order of the person or persons other than exercising the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option option. All Shares shares that shall be purchased upon on the exercise of the Option option as provided herein in this agreement shall be fully paid and nonassessable.

Appears in 3 contracts

Samples: Bentley Communication Corp, Bentley Communication Corp, Bentley Communication Corp

Method of Exercising Option. Subject (a)Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice delivered to the Secretary of Company or its designated representative in the Corporation, manner and at its principal office or such other location as may be designated by the Secretary of the Corporation address for notices set forth in Section 9 hereof. Such notice shall state the election to exercise that the Option is being exercised thereby and shall specify the number of Shares in respect of for which it the Option is being exercised , and . The notice shall be signed by the person or persons so exercising the Option. The notice of election Option and shall be accompanied by this Agreement payment in full of the Exercise Price for such Shares being acquired upon the exercise of the Option. Payment of such Exercise Price may be made by one of the following methods: (i)in cash (in the form of a certified or bank check or such other instrument as the Committee may accept); (ii)in other shares of Common Stock owned on the date of exercise of the Option by the Recipient as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Option; (iii)in any combination of (i) and (ii) above; (iv)by delivery of a properly executed exercise notice together with such other documentation as the Committee and a qualified broker, if applicable, shall require to effect an exercise of the Option, and delivery to the Company of the proceeds required to pay the Exercise Price; or (v)by requesting that the Company withhold such number of Shares then issuable upon exercise of the Option as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Option. If the tender of shares of Common Stock as payment of the full purchase price for Exercise Price would result in the Shares being purchased. As an alternative to payment issuance of the purchase price for the Shares fractional shares of Common Stock, the Option may, at Company shall instead return the election of balance in cash or by check to the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date Recipient. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event If the Option shall be is exercised by any person or persons other than the Option Holder Recipient, the notice of election described in this Section 5(a) shall be accompanied by appropriate proof (as determined by the Committee) of the right of such person or persons to exercise the Option under the terms of the Plan and this Agreement. The Company shall issue and deliver, in the name of the person or persons exercising the Option , a certificate or certificates representing such Shares as soon as practicable after notice and payment are received and the exercise is approved.(b)The Option may be exercised in accordance with the terms of the Plan and this Agreement with respect to any whole number of Shares, but in no event may an Option be exercised as to fewer than one hundred (100) Shares at any one time, or the remaining Shares covered by the Option if less than two hundred (200). (c)The Recipient shall have no rights of a stockholder with respect to Shares to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such Shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable. (d)The Recipient agrees that no later than the date as of which an amount first becomes includible in his gross income for federal income tax purposes with respect to the Option, the Recipient shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Withholding obligations may be settled with shares of Common Stock, including Shares that are acquired upon exercise of the Option. The obligations of the Company under this Agreement and the Plan shall be conditional on such payment or arrangements, and the Company, its Affiliates and Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient.

Appears in 2 contracts

Samples: Stock Option Award Agreement (Covanta Holding Corp), Stock Option Award Agreement (Covanta Holding Corp)

Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, Corporation at its principal office or such other location as may be designated by the Secretary business address attention of the Corporation Clerk. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice of election shall be accompanied by this Agreement and payment in cash or by check, or if approved by the Corporation, by shares of Common Stock of the full purchase price for Corporation already owned by the Shares being purchased. As an alternative to payment Optionee valued at their fair market value, or by a combination of the purchase price foregoing. The fair market value of the Corporation's shares for this purpose shall be determined by the Shares Board of Directors of the Corporation, and any such determination shall be binding on all parties. If, however, the Option may, at the election Common Stock of the holder Corporation is then actively traded on an established over-the-counter market, the price shall be converted into the nearest whole number of Shares equal to (X) average mean between the product of (A) bid and asked prices quoted in such market on the number of Shares subject to this option and (B) trading day next preceding the excess, if any, of (1) the closing market price per Share as exercise of the exercise date over (2) Option; and if such stock is listed on any national exchange, the Purchase Price (as adjusted through price shall be the exercise date), divided by (Y) average mean between the closing market price per Share as of the exercise date high and low sales prices quoted on such exchange during such preceding trading day. The Corporation shall deliver a certificate or certificates representing Shares for the shares as soon as practicable after to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of election has been received the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Incentive Stock Option Holder Agreement), the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option . All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable .

Appears in 2 contracts

Samples: Incentive Stock Option Agreement (Storage Computer Corp), Incentive Stock Option Agreement (Storage Computer Corp)

Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice to the Secretary Company, care of the Corporation its Chief Financial Officer, at its principal office or such other location as may be designated by the Secretary of the Corporation 309 North 5th Street, Norfolk, Nebraska 68701. Such notice shall state the election to exercise execute the Option and the number of Shares shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The Such notice of election shall either: (a) be accompanied by this Agreement and payment of the full purchase price for of such shares, in which event the Shares being purchased. As an alternative to payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation Company shall deliver a certificate or certificates representing Shares such shares as soon as practicable after the notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of election has the full purchase price of such shares at the Company’s Transfer Agent Offices, against delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, in either case, be made by check payable to the order of the Company or, if applicable pursuant to Paragraph 2 hereof with the consent of the Compensation Committee, the transfer of the appropriate shares of stock or reduction of the appropriate number of shares to be delivered upon exercise of the Option. The certificate or certificates for the shares as to which the Option shall have been received. In so exercised shall be registered in the event name of the person or persons so exercising the Option (or, if the Option shall be exercised by any the Holder and if the Holder shall so request in the notice exercising the Option, shall be registered in the name of the Holder and another person jointly, with right of survivorship or in the name of the Holder’s spouse) and shall be delivered as provided above to or upon the written order of the person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise exercising the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable. As a condition of the issuance of shares hereunder, the Holder agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the Company under federal, state or local law as a result of exercise. With the approval of the Committee, the Holder may remit such amount by an appropriate reduction of the number of shares to be delivered to the Holder upon exercise, or by the Holder delivering sufficient shares of common stock of the Company valued at its fair market value (if such common stock has been owned by the Holder for at least six months).

Appears in 2 contracts

Samples: Stock Option Agreement (Supertel Hospitality Inc), Stock Option Agreement (Supertel Hospitality Inc)

Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice to the Secretary Company, care of the Corporation its Chief Financial Officer, at its principal office or such other location as may be designated by the Secretary of the Corporation One Valmont Plaza, Omaha, Nebraska 68154. Such notice shall state the election to exercise execute the Option and the number of Shares shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The Such notice of election shall either: (a) be accompanied by this Agreement and payment of the full purchase price for of such shares, in which event the Shares being purchased. As an alternative to payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation Company shall deliver a certificate or certificates representing Shares such shares as soon as practicable after the notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of election has the full purchase price of such shares at the Company’s Transfer Agent Offices, against delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, in either case, be made by check payable to the order of the Company or, if applicable pursuant to Paragraph 2 hereof, the transfer of or withholding of the appropriate shares of stock. The certificate or certificates for the shares as to which the Option shall have been received. In so exercised shall be registered in the event name of the person or persons so exercising the Option (or, if the Option shall be exercised by any the Employee and if the Employee shall so request in the notice exercising the Option, shall be registered in the name of the Employee and another person jointly, with right of survivorship or in the name of the Employee’s spouse) and shall be delivered as provided above to or upon the written order of the person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise exercising the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable. As a condition of the issuance of shares hereunder, the Employee agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the Company under federal, state or local law as a result of exercise. The Employee may remit such amount in cash, or by an appropriate reduction of the number of shares to be delivered to the Employee upon exercise, or by the Employee delivering sufficient shares of common stock of the Employer valued at its fair market value (if such common stock has been owned by the Employee for at least six months).

Appears in 2 contracts

Samples: Stock Option Agreement (Valmont Industries Inc), Stock Option Agreement (Valmont Industries Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement Agreement and the Plan, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The Such notice of election shall either: (a) be accompanied by this Agreement and payment by cash, check or bank draft of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the such Shares, in which event the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other received; (b) fix a date not less than five (5) nor more than ten (10) business days from the Option Holder, the date such notice of election shall be accompanied received by appropriate proof the Company for the payment by cash, check, or bank draft of the right full purchase price of such person Shares against delivery of a certificate or persons certificates representing such Shares; or (c) at the discretion of the Committee (as defined in the Plan), and subject to the terms and conditions of the Plan, by Optionee’s delivery of, or by Optionee’s direction to the Company to withhold from the Shares issuable to Optionee upon exercise of this Option, shares of the Option Company. Any such notice shall be deemed given when received by the Company at the address provided in Section 11 herein. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 2 contracts

Samples: Stock Option Agreement (El Capitan Precious Metals Inc), Stock Option Agreement (El Capitan Precious Metals Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement Agreement and the Plan, the Option may be exercised exercised, in whole or in part, by giving written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the election to exercise the Option and Company specifying the number of Shares in respect of which it is being exercised, to be purchased and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares being purchased. As an alternative to issuable upon exercise of the Option shares of common stock in payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as all or any part of the exercise date over price ( 2) the Purchase Price (as adjusted through the exercise date and/or any related withholding tax obligations, if permissible under applicable law), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option which shares shall be exercised valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by any person the Company’s Board of Directors or persons other than the Option Holder, the a compensation committee thereof. Any such notice of election shall be accompanied deemed given when received by appropriate proof of the right of such person or persons to exercise Company at the Option address provided in Section 11. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 2 contracts

Samples: Executive Stock Option Agreement (GWG Holdings, Inc.), Executive Stock Option Agreement (GWG Holdings, Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement Agreement and the Plan, the Option may be exercised exercised, in whole or in part, by giving written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the election to exercise the Option and Company specifying the number of Shares in respect of which it is being exercised, to be purchased and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares being purchased. As an alternative to issuable upon exercise of the Option shares of common stock in payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as all or any part of the exercise date over price ( 2) the Purchase Price (as adjusted through the exercise date and/or any related withholding tax obligations, if permissible under applicable law), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option which shares shall be exercised valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by any person the Company’s board of directors or persons other than the Option Holder, the a compensation committee thereof. Any such notice of election shall be accompanied deemed given when received by appropriate proof of the right of such person or persons to exercise Company at the Option address provided in Section 10. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 2 contracts

Samples: Stock Option Agreement (GWG Holdings, Inc.), Stock Option Agreement (GWG Holdings, Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement Agreement and the Plan, the Option may be exercised exercised, in whole or in part, by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and Option, the number of Shares in respect of which it is being exercised, the method of exercise, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied Employee may exercise the Option by this Agreement and payment of (i) paying to the Company in cash the full purchase price exercise price; (ii) arranging for a broker to sell Shares and immediately thereafter pay to the Company the full exercise price; or (iii) delivering Shares being purchased. As an alternative to payment of the purchase price for the Shares previously owned by Employee, the Option may total market value of which equals the full exercise. Applicable tax withholding may be paid by any method permitted under the Plan. Upon proper exercise, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option received. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 2 contracts

Samples: Stock Option Agreement (BioDrain Medical, Inc.), Stock Option Agreement (Skyline Medical Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation Company, at its principal office or such other location as may be designated by the Secretary of the Corporation Attention: Manager, Stock Administration. Such notice shall state the election to exercise the Option and the number of Common Shares in respect of which it the Option is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election Option and shall be accompanied by this Agreement and payment in full of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price ( for such Common shares. Payment of such Purchase Price shall be made in United States dollars by certified check or bank cashier's check payable to the order of the Company or by wire transfer to such account as adjusted through may be specified by the exercise date) Company for this purpose. Subject to such procedures and rules as may be adopted from time to time by the Committee, divided the Optionee may also pay such Purchase Price by ( Y i) tendering to the closing market price per Share as Company Common Shares with an aggregate Fair Market Value on the date of exercise equal to such Purchase Price provided that such Common Shares must have been held by the Optionee for more than six (6) months, (ii) delivery to the Company of a copy of irrevocable instructions to a stockbroker to sell Common Shares or to authorize a loan from the stockbroker to the Optionee and to deliver promptly to the Company an amount sufficient to pay such Purchase Price, or (iii) any combination of the exercise date methods of payment described in clauses (i) and (ii) and in the preceding sentence. The Corporation shall deliver a certificate or certificates representing for Common Shares as soon as practicable after the notice of election has been received. In the event to which the Option shall have been so exercised shall be exercised by any registered in the name of the person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise so exercising the Option. All Common Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 2 contracts

Samples: Form of Nonqualified Stock Option Agreement (Qwest Communications International Inc), Agreement and Plan of Merger (Qwest Communications International Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election Option and shall be accompanied by this Agreement and payment of the full purchase price for of such Shares payable in one of the Shares being purchased. As an alternative to following manners: (a) in United States dollars paid in cash or by check or bank draft; (b) at the discretion of the Committee (as defined in the New Plan), by delivery of shares of Common Stock in payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as all or any part of the exercise date over (2) price, which shares shall be valued for this purpose at the Purchase Price Fair Market Value (as adjusted through defined in the New Plan) on the date such option is exercised; or (c) at the discretion of the Committee, by instructing the Company to withhold from the shares of Common Stock issuable upon exercise date) of the Option, divided by (Y) the closing market price per Share as in payment of all or any part of the exercise date price and/or any related withholding tax obligations, shares of Common Stock, which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Committee. The Corporation shall deliver shares of Common Stock delivered by the participant pursuant to Section 5(b) must have been held by the participant for a certificate or certificates representing Shares as soon as practicable after period of not less than six months prior to the exercise of the option, unless otherwise determined by the Committee. Any such notice of election has been received. In the event the Option shall be exercised deemed given when received by any person or persons other than the Option Holder, the notice Company at its principal place of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option business. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 2 contracts

Samples: Stock Option Agreement (Puredepth, Inc.), Stock Option Agreement (Puredepth, Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may only be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation ValueVision. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons person so exercising the Option. The Such notice of election shall either: (a) 5 be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the such Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation in which event ValueVision shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person received; or persons other (b) fix a date (not less than five (5) nor more than ten (10) business days from the Option Holder, the date such notice of election shall be accompanied received by appropriate proof ValueVision) for the payment of the right full purchase price of such person Shares against delivery of a certificate or persons certificates representing such Shares. Payment of such purchase price shall, in either case, be made by certified or cashier's check payable to exercise the Option order of ValueVision. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 2 contracts

Samples: Quantum Direct Corp, Quantum Direct Corp

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may only be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation ValueVision. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons person so exercising the Option. The Such notice of election shall either: (a) be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the such Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation in which event ValueVision shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person received; or persons other (b) fix a date (not less than five (5) nor more than ten (10) business days from the Option Holder, the date such notice of election shall be accompanied received by appropriate proof ValueVision) for the payment of the right full purchase price of such person Shares against delivery of a certificate or persons certificates representing such Shares. Payment of such purchase price shall, in either case, be made by wire transfer or certified or cashier's check payable to exercise the Option order of ValueVision. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 2 contracts

Samples: Valuevision International Inc, Valuevision International Inc

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option this option may be exercised by written notice to the Secretary of the Corporation, Company at its principal office executive office, or to such other location transfer agent as may be designated by the Secretary of the Corporation Company shall designate. Such notice shall state the election to exercise the Option this option and the number of Option Shares in respect of for which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option this option. The Such notice of election shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of such shares, either (a) in United States dollars in cash or by check, (b) through delivery of shares of Common Stock having a fair market value equal as of the purchase price for the Shares, the Option may, at the election date of the holder exercise to the cash exercise price of this option, be converted into (c) consistent with applicable law, by delivery of the nearest whole number Optionee's personal recourse note bearing interest payable not less than annually at no less than 100% of Shares equal the lowest applicable Federal rate, as defined in Section 1274(d) of the code, (d) consistent with applicable law, through the delivery of an assignment to (X) the product Company of (A) a sufficient amount of the number proceeds from the sale of Shares subject to the Common Stock acquired upon exercise of this option and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at the participant's direction at the time of exercise, or ( B e) the excess, if any, by any combination of ( 1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date a), divided by ( Y b), (c) the closing market price per Share as of the exercise date and (d) above. The Corporation Company shall deliver a certificate or certificates representing Shares such shares as soon as practicable after the notice shall be received. Such certificate or certificates shall be registered in the name of election has been received the person or persons so exercising this option (or, if this option is exercised by the Optionee and if the Optionee requests in the notice exercising this option, shall be registered in the name of the Optionee and another person jointly, with right of survivorship). In the event the Option shall be exercised this option is exercised, pursuant to Section 5 hereof, by any person or persons other than the Option Holder Optionee, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable this option.

Appears in 2 contracts

Samples: Constitutes the Entire Agreement (Breakaway Solutions Inc), Constitutes the Entire Agreement (Breakaway Solutions Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by upon written notice to the Secretary of the Corporation Company, at its principal office or such other location as may be designated by the Secretary of the Corporation office, which is located at 2 Bala Plaza, Suite 405, Bala Cynwyd, Pennsylvania 19004. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares in shares with respect of to which it is being exercised , and ; shall be signed by the person or persons so exercising the Option . The notice of election ; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof and shall be accompanied by this Agreement and payment of the full purchase Option price for of such shares. The Option price shall be paid to the Shares being purchased. As an alternative Company (i) in cash, or in its equivalent, or (ii) unless in the opinion of counsel to payment the Company to do so may result in a possible violation of law and subject to advance approval by the Committee (or, if the Committee does not consist solely of two or more non-employee directors within the meaning of Rule 16b-3(b)(3)(i) under section 16(b) of the purchase Securities Exchange Act of 1934, as amended, or any successor thereto, by the full Board of Directors of the Company), in whole or in part through the transfer of Common Shares previously acquired by the Non-Employee Director, provided the Common Shares so transferred have been held by the Non-Employee Director for more than 12 months on the date of exercise. In the event the Option price for the is paid, in whole or in part, with Common Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as portion of the exercise price so paid shall equal the fair market value of such Common Shares on the date over (2) of exercise as determined by the Purchase Price ( Committee. If there is a market for Common Shares on a registered securities exchange or in an over-the-counter market, "fair market value" shall equal the quoted closing price of Common Shares on the date of exercise. Upon receipt of such notice and payment, the Company, as adjusted through the exercise date) promptly as practicable, divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver or cause to be delivered a certificate or certificates representing Shares the shares with respect to which the Option is so exercised. The certificate or certificates for the shares as soon as practicable after to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Non-Employee Director and if the Non-Employee Director shall so request in the notice exercising the Option, shall be registered in the name of election has been received the Non-Employee Director and the Non-Employee Director's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than after the Option Holder legal disability or death of the Non-Employee Director, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable by the Company.

Appears in 2 contracts

Samples: Stock Option Agreement (Judge Group Inc), Stock Option Agreement (Judge Group Inc)

Method of Exercising Option. Subject to the terms and conditions of this Stock Option Grant and Agreement, the Option may be exercised in whole or in part by written notice to the Secretary of the Corporation Company, at its principal office or such other location as may be designated by the Secretary of the Corporation office, which is located at 311 Enterprise Drive, Plainsboro, New Jersey 08536. Such notice shall state the election to exercise the Option Option, and the number of Shares in shares with respect of to which it is being exercised, and shall be signed by the person or persons so exercising the Option . The notice of election ; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to in Section 6; and shall be accompanied by this Agreement and payment of the full purchase Option price for of such shares. The Option price shall be paid to the Shares being purchased. As an alternative to payment Company in: (i) cash; (ii) cash equivalent; (iii) Common Stock of the purchase price for Company, in accordance with Section 7.1(f)(ii) of the Shares 2003 Plan (as in effect on the date of this Stock Option Grant and Agreement); (iv) any combination of (i)-(iii); or (v) by delivering a properly executed notice of exercise of the Option in accordance with Section 7.1(f)(iii) of the 2003 Plan (as in effect on the date of this Stock Option Grant and Agreement). Upon receipt of such notice and payment, the Option may Company, at the election of the holder as promptly as practicable, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver or cause to be delivered a certificate or certificates representing Shares as soon as practicable after the shares with respect to which the Option is so exercised. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Option is exercised by the Employee and if the Employee so requests in the notice exercising the Option, shall be registered in the name of election has been received the Employee and the Employee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be is exercised by any person or persons other than after the Option Holder legal disability or death of the Employee, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable not assessable by the Company.

Appears in 2 contracts

Samples: Stock Option Grant and Agreement (Integra Lifesciences Holdings Corp), Stock Option Grant and Agreement (Integra Lifesciences Holdings Corp)

Method of Exercising Option. Subject to the terms and conditions of this The Option Agreement, the Option (or any part or installment) may be exercised by written notice to the Secretary of the Corporation, Company at its principal office or such other location as may be designated by executive office, in substantially the Secretary form of the Corporation. Such notice shall state the election Exhibit A attached to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option this Agreement. The notice of election shall be accompanied by this Agreement and must include provision for payment of the full purchase price for the Shares as to which the Option is being purchased exercised, and the exercise must comply with any other condition(s) set forth in this Agreement. As an alternative The notice must be signed by the Participant, shall state the number of Shares with respect to payment which the Option is being exercised and shall contain any representation required by the Plan or this Agreement. Payment of the purchase price for the Shares, Shares as to which the Option may is being exercised shall be made (a) in United States dollars in cash or by check, or (b) at the election discretion of the holder Company, be converted into the nearest whole number through delivery of shares of Shares having a fair market value equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through of the exercise date) to the cash exercise price of the Option, divided or (c) at the discretion of the Company, by (Y) having the closing Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a fair market price per Share value equal as of the date of exercise date to the exercise price of the Option, or (d) at the discretion of the Company, by delivery of the Participant’s personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, or (e) at the discretion of the Company, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Company, or (f) at the discretion of the Company, by any combination of (a), (b), (c), (d) and (e) above. The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of election has such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been received so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised exercised, pursuant to Section 4 hereof, by any person or persons other than the Option Holder Participant, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 2 contracts

Samples: Stock Option Agreement (Panera Bread Co), Stock Option Agreement (Panera Bread Co)

Method of Exercising Option. Subject The Optionee may exercise the Option in whole or in part (to the terms and conditions of this Option Agreement, the Option may be exercised extent that it is exercisable in accordance with its terms) by giving written notice to the Secretary of Corporation in the Corporation form annexed hereto as Exhibit A, at its principal office or such other location as may be designated by together with the Secretary of the Corporation. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment tender of the full purchase price of the Shares covered by the Option. The purchase price may consist of (i) cash, (ii) certified or bank check payable to the order of the Corporation in the amount of the purchase price, (iii) a cashless exercise procedure, consisting of authorization from the Optionee to the Corporation to retain from the total number of Shares as to which the Option is exercised that number of Shares having a Fair Market Value on the date of the exercise equal to purchase price for the total number of Shares being purchased as to which the Option is exercised, (iv) other property or consideration if the Board determines beneficial to the Corporation or (v) any combination of the methods described in (i) through (iv) above. As an alternative to soon as practicable after receipt by the Corporation of such notice and of payment in full of the purchase price for of all the Shares, Shares with respect to which the Option may has been exercised, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than issued in the Option Holder, name of the notice of election Optionee and shall be accompanied by appropriate proof of delivered to the right of such person or persons to exercise the Option Optionee. All Shares that shall be purchased issued only upon receipt by the exercise Corporation of the Option as provided herein shall be fully paid Optionee’s representation that the Shares are purchased for investment and nonassessable not with a view toward distribution thereof.

Appears in 2 contracts

Samples: Stock Option Agreement (Blech Isaac), Stock Option Agreement (CONTRAFECT Corp)

Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Option Agreement, the Option may be exercised in whole or in part by giving written notice to the Secretary of the Corporation, at its principal office the address set forth below the Corporation's signature to this Agreement or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the Participant's election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price Payment for the Shares being purchased. As an alternative to payment may be made (i) in cash or (ii) at the option of the purchase price for Committee, or, in absence of the Shares Committee, the Option may Board, at by delivery of Common Stock already owned by the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option Participant and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase having an aggregate Market Price (as adjusted through defined in the Plan) on the date of such delivery equal to the aggregate exercise date), divided by (Y) the closing market price per Share as of the shares so purchased or (iii) at the option of the Committee, or, in absence of the Committee, the Board, by delivery of a combination of cash and Common Stock having an aggregate Market Price on the date of such delivery equal to the aggregate exercise date price of the shares so purchased. The Corporation shall deliver a certificate or certificates representing Shares the shares of Common Stock so purchased as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than the Option Holder Participant, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares of Common Stock that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 1 contract

Samples: Stock Option Agreement (Caribiner International Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Employment Agreement, the Option may be exercised exercised, in whole or in part, by giving written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the election to exercise the Option and Company specifying the number of Shares in respect of which it is being exercised, to be purchased and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value on the date on which the Option is exercised; or (c) at Optionee's election, by instructing the Company to withhold from the Shares being purchased. As an alternative to issuable upon exercise of the Option shares of common stock in payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as all or any part of the exercise date over price ( 2) the Purchase Price (as adjusted through the exercise date and/or any related withholding tax obligations, if permissible under applicable law), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option which shares shall be exercised valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by any person the Company's board of directors or persons other than the Option Holder, the a compensation committee thereof. Any such notice of election shall be accompanied deemed given when received by appropriate proof of the right of such person or persons to exercise Company at the Option address provided in Section 9. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 1 contract

Samples: Stock Option Agreement (GWG Life, LLC)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement Agreement and the Plan, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and Option, the number of Shares in respect of which it is being exercised, the method of exercise, and shall be signed by the person or persons so exercising the Option. The notice Director may exercise the Option by (i) paying to the Company in cash the full exercise price; (ii) arranging for a broker to sell Shares and immediately thereafter pay to the Company the full exercise price; (iii) delivering Shares previously owned by Director, the total market value of election shall be accompanied by this Agreement and which equals the full exercise; or (iv) instructing the Company to withhold from the Shares issuable upon exercise of the Option Shares in payment of the full purchase price for the Shares being purchased. As an alternative to payment all or any part of the purchase price for applicable exercise price. Applicable tax withholding may be paid by any method permitted under the Shares Plan. Upon proper exercise, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option received. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 1 contract

Samples: Stock Option Agreement (Skyline Medical Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement Agreement and the Plan, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and Option, the number of Shares in respect of which it is being exercised, the method of exercise, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied Employee may exercise the Option by this Agreement and payment of (i) paying to the Company in cash the full purchase price exercise price; (ii) arranging for a broker to sell Shares and immediately thereafter pay to the Company the full exercise price; (iii) delivering Shares being purchased. As an alternative to payment of the purchase price for the Shares previously owned by Employee, the Option may, at total market value of which equals the election of full exercise; or (iv) instructing the holder, be converted into Company to retain sufficient Shares from the nearest whole total number of Shares equal to (X) the product of (A) the number of Shares which are subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) exercise, the Purchase Price (as adjusted through total market value of which equals the exercise date) total purchase price. Applicable tax withholding may be paid by any method permitted under the Plan. Upon proper exercise, divided by (Y) the closing market price per Share as of the exercise date. The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option received. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 1 contract

Samples: Stock Option Agreement (Raven Industries Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement Agreement and the Plan, the Option may be exercised exercised, in whole or in part, by giving written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the election to exercise the Option and Company specifying the number of Shares in respect of which it is being exercised, to be purchased and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares being purchased. As an alternative to issuable upon exercise of the Option shares of common stock in payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as all or any part of the exercise date over price ( 2) the Purchase Price (as adjusted through the exercise date and/or any related withholding tax obligations, if permissible under applicable law), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option which shares shall be exercised valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by any person the Company’s board of directors or persons other than the Option Holder, the a compensation committee thereof. Any such notice of election shall be accompanied deemed given when received by appropriate proof the Company at the address provided in Section 10 of the right of such person or persons to exercise the Option this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 1 contract

Samples: Stock Option Agreement (Creative Realities, Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement Agreement and the Plan, the Option may be exercised exercised, in whole or in part, by giving written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the election to exercise the Option and Company specifying the number of Shares in respect of which it is being exercised, to be purchased and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold, from the Shares being purchased. As an alternative to issuable upon exercise of the Option, shares of common stock in payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as all or any part of the exercise date over price ( 2) the Purchase Price (as adjusted through the exercise date and/or any related withholding tax obligations, if permissible under applicable law), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option which shares shall be exercised valued for this purpose at the Fair Market Value (less the Exercise Price thereof) or in such other manner as may be authorized from time to time by any person the Company’s Board of Directors or persons other than the Option Holder, the board’s Compensation Committee. Any such notice of election shall be accompanied deemed given when received by appropriate proof the Company at the address provided in Section 10 of the right of such person or persons to exercise the Option this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 1 contract

Samples: Stock Option Agreement (Western Capital Resources, Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation Company, at its principal office or such other location as may be designated by the Secretary of the Corporation Attention: General Counsel. Such notice shall state the election to exercise the Option and Option, the number of Shares in shares of Stock with respect of to which it the Option is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the Shares, If the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option shall be is exercised by any person or persons other than the director to whom the Option Holder was originally granted, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that Option or portion thereof shall be provided. The purchase of the Stock pursuant to the Option shall take place at the principal office of the Company within 3 days following delivery of such notice, at which time the Purchase Price of the Stock shall be paid in full. Payment of the Purchase Price may be made in any of the following methods or in any combination of such methods, at the option of the Option Holder: (a) cash; (b) certified check, cashier's check, or other check acceptable to the Company, payable to the order of the Company; (c) delivery to the Company of irrevocable instructions to a broker (to the extent permissible under applicable law) to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Purchase Price of the Stock (a "cashless exercise" or "same-day sale" transaction) or (d) delivery to the Company of certificates representing the number of shares of Stock then owned by the Option Holder, the Fair Market Value of which (determined as of the date the notice of exercise is delivered to the Company) equals the price of the Stock to be purchased upon pursuant to the Option, properly endorsed for transfer to the Company. No Option may be exercised by delivery to the Company of certificates representing Stock unless such Stock has been held by the Option Holder for more than six months. Upon notice to the Company of exercise of the Option and payment of the Purchase Price, the exercise of the Option as provided herein shall be fully paid deemed to be effective, and nonassessable a properly executed certificate or certificates representing the Stock so purchased shall be issued by the Company and delivered to the Option Holder.

Appears in 1 contract

Samples: Stock Option Agreement (MDC Holdings Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and the number of Option Shares in respect of which it the Option is being exercised, and shall be signed by the person or persons so exercising the Option. The Such notice of election shall either: (a) be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the such Option Shares, in which event the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation Company shall deliver a certificate one or more certificates representing such Option Shares as soon as practicable after the notice of election has and payment therefor shall have been received . In ; or (b) fix a date not less than five nor more than ten business days from the event the Option date such notice shall be exercised received by the Company for the payment of the full purchase price of such Option Shares, at which time the Company shall make delivery of one or more certificates representing the purchased Option Shares. Payment of such purchase price may take the form of cash, shares of stock of the Company (the total market value of which equals the total purchase price), or any person or persons other than combination of cash and shares of the Option Holder Company, the total market value of which equals the total purchase price. Any such notice of election shall be accompanied deemed given when received by appropriate proof the Company at its principal place of the right of such person or persons to exercise the Option business. All Option Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable shares of Company capital stock. Notwithstanding anything in this Agreement to the contrary, the Option may not be exercised at any time after the Company’s delivery to Mix of a written notice that he is in violation of the provisions of Section 7 of the Separation Agreement.

Appears in 1 contract

Samples: Stock Option Agreement (Spectre Gaming Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The Such notice of election shall either: (a) be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the such Shares, in which event the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised received; or (b) fix a date not less than five (5) nor more than ten (10) business days from the date such notice shall be received by any person the Company for the payment of the full purchase price of such Shares against delivery of a certificate or persons other than certificates representing such Shares. Payment of such purchase price may take the Option Holder form of cash, shares of stock of the Company, the total market value of which equals the total purchase price, or any combination of cash and shares of the Company, the total market value of which equals the total purchase price. Any such notice of election shall be accompanied deemed given when received by appropriate proof the Company at its principal place of the right of such person or persons to exercise the Option business. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 1 contract

Samples: Stock Option Agreement (Spectre Gaming Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The Such notice of election shall either: (a) be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the such Shares, in which event the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised received; or (b) fix a date not less than five (5) nor more than ten (10) business days from the date such notice shall be received by any person the Company for the payment of the full purchase price of such Shares against delivery of a certificate or persons other than certificates representing such Shares. Payment of such purchase price may take the Option Holder form of cash, shares of stock of the Company, the total market value of which equals the total purchase price, or any combination of cash and shares of the Company, the total market value of which equals the total purchase price. Any such notice of election shall be accompanied deemed given when received by appropriate proof the Company at its principal place of the right of such person or persons to exercise the Option business. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. non-assessable. 3

Appears in 1 contract

Samples: Rainforest Cafe Inc

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The Such notice of election shall either: (a) be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the such Shares, in which event the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable practical after the notice of election has been received. In the event the Option shall be exercised received; or (b) fix a date not less than five (5) nor more than ten (10) business days from the date such notice shall be received by any person the Company for the payment of the full purchase price of such Shares against delivery of a certificate or persons other than certificates representing such Shares. Payment of such purchase price may take the Option Holder form of cash, shares of stock of the Company, the total market value of which equals the total purchase price, or any combination of cash and shares of the Company, the total market value of which equals the total purchase price. Any such notice of election shall be accompanied deemed given when received by appropriate proof the Company at its principal place of the right of such person or persons to exercise the Option business. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable non-assessable.

Appears in 1 contract

Samples: Director Stock Option Agreement (Nazarenko Alex)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised in accordance with the procedures established by the Company for electronic exercise of the Option or by written notice to the Secretary of Company or its designee, in substantially the Corporation, at its principal office or such other location as may be designated form prescribed by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and the number of Shares in with respect of to which it the Option is being exercised, exercised and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment Payment of the purchase price for the Shares such Shares shall be made (a) in United States dollars in cash or by check, the Option may, or (b) at the election discretion of the holder Administrator, be converted into the nearest whole number through delivery of Shares shares of Common Stock having a Fair Market Value equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date to the cash exercise price of the Option, determined in good faith by the Administrator and held for at least six months, or (c) at the discretion of the Administrator, by delivery of the grantee’s personal note, for full, partial or no recourse note, bearing interest payable not less than annually at market rate on the date of exercise and at no less than 100% of the applicable federal rate, as defined in Section 1274(d) of the Code, with or without the pledge of such Shares as collateral, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above. The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of election has such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been received so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Option, shall be registered in the name of the Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised exercised, pursuant to Section 4 hereof, by any person or persons other than the Option Holder Employee, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Myriad Pharmaceuticals, Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised in accordance with the procedures established by the Company for electronic exercise of the Option or by written notice to the Secretary of Company or its designee, in substantially the Corporation, at its principal office or such other location as may be designated form prescribed by the Secretary of the Corporation Company. Such notice shall state the election to exercise the Option and the number of Shares in with respect of to which it the Option is being exercised, exercised and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment Payment of the purchase price for the Shares such Shares shall be made (a) in United States dollars in cash or by check, the Option may, or (b) at the election discretion of the holder Administrator, be converted into the nearest whole number through delivery of Shares shares of Common Stock having a Fair Market Value equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date to the cash exercise price of the Option, determined in good faith by the Administrator and held for at least six months, or (c) at the discretion of the Administrator, by delivery of the grantee’s personal note, for full, partial or no recourse note, bearing interest payable not less than annually at market rate on the date of exercise and at no less than 100% of the applicable federal rate, as defined in Section 1274(d) of the Code, with or without the pledge of such Shares as collateral, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above. The Corporation Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of election has such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been received so exercised shall be registered in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised exercised, pursuant to Section 4 hereof, by any person or persons other than the Option Holder Participant, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 1 contract

Samples: Stock Option Agreement (Myriad Pharmaceuticals, Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised in whole or in part by giving written notice to the Secretary of the Corporation, at its principal office the address set forth below the Corporation's signature to this Agreement or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the Participant's election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price Payment for the Shares being purchased. As an alternative to payment may be made (i) in cash or (ii) at the option of the purchase price for Committee, or, in absence of the Shares Committee, the Option may Board, at by delivery of Common Stock already owned by the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option Participant and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase having an aggregate Market Price (as adjusted through defined in the Plan) on the date of such delivery equal to the aggregate exercise date), divided by (Y) the closing market price per Share as of the shares so purchased or (iii) at the option of the Committee, or, in absence of the Committee, the Board, by delivery of a combination of cash and Common Stock having an aggregate Market Price on the date of such delivery equal to the aggregate exercise date price of the shares so purchased. The Corporation shall deliver a certificate or certificates representing Shares the shares of Common Stock so purchased as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than the Option Holder Participant, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares of Common Stock that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 1 contract

Samples: Stock Option Agreement (Audio Visual Services Corp)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement Agreement and the Plan, the Option may be exercised by written notice to the Secretary of the Corporation, Company at its principal office or office. The form of such other location as may be designated by the Secretary of the Corporation. Such notice is attached hereto and shall state the election to exercise the Option and the number of Shares in whole shares with respect of to which it is being exercised , and ; shall be signed by the person or persons so exercising the Option . The notice of election ; and shall be accompanied by this Agreement and payment of the full purchase exercise price for of such shares. Only full shares will be issued. The exercise price shall be paid to the Company: (a)in cash, or by certified check, bank draft, or postal or express money order; (b)through the delivery of Common Shares being purchased. As an alternative to payment previously acquired by the Optionee; (c)by delivering a properly executed notice of exercise of the purchase Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price for of the Option; (d)in Common Shares newly acquired by the Optionee upon exercise of the Option; or (e)in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as portion of the exercise date over (2) price so paid shall be equal to the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise date. The Corporation and payment, the Company shall deliver a certificate or certificates representing the Common Shares as soon as practicable after the notice of election has been received. In the event with respect to which the Option is so exercised. The Optionee shall be exercised by any person or persons other than obtain the Option Holder, the notice rights of election shall be accompanied by appropriate proof a shareholder upon receipt of the right of a certificate(s) representing such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable Common Shares.

Appears in 1 contract

Samples: Form of Nonqualified Stock Option Agreement (Pioneer Power Solutions, Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, Company at its principal office or such other location as may be designated by the Secretary of the Corporation at 4400 Computer Drive, Westboro, MA 01580, Attn: Treasurer. Such notice shall state the election to exercise the Option Option, and the number of Shares shares of Stock in respect of which it is being exercised , and . It shall be signed by the person or persons so exercising the Option. The notice of election Option and shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased of such Stock in cash, by certified check or in shares of Common Stock. As an alternative to If shares of Common Stock are tendered as payment of the purchase price for the Shares Option exercise price, the Option may value of such shares shall be their fair market value as of the date of exercise. If such tender would result in the issuance of fractional shares of Common Stock, the Participant shall purchase, at the election price which reflects the fair market value of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share Stock as of the exercise date over (2) of exercise, in cash, by certified check, or cashier's check such additional fractional shares of Common Stock as are necessary to result in the Purchase Price (as adjusted through issuance to the exercise date) Participant of an additional whole share of Stock. The Company shall issue, divided by (Y) in the closing market price per Share as name of the exercise date. The Corporation shall person or persons exercising the Option, and deliver a certificate or certificates representing Shares such shares as soon as practicable after the notice of election has been and payment shall be received. In the event the Option shall be exercised exercised, pursuant to Paragraph 5 hereof, by any person or persons other than the Option Holder Participant, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option Until Participant (or his representative as provided herein in Paragraph 5 hereof) has been issued a certificate or certificates for the shares as acquired, Participant shall be fully paid and nonassessable possess no stockholder rights with respect to any such Stock.

Appears in 1 contract

Samples: Employee Stock Option Agreement (Data General Corp)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, Company at its principal office or such other location as may be designated by the Secretary of the Corporation at 4400 Computer Drive, Westboro, MA 0l580, Attn: Treasurer. Such notice shall state the election to exercise the Option Option, and the number of Shares shares of Stock in respect of which it is being exercised , and . It shall be signed by the person or persons so exercising the Option. The notice of election Option and shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased of such Stock in cash, by certified check, cashier's check or in shares of Common Stock. As an alternative to If shares of Common Stock are tendered as payment of the purchase price for the Shares Option exercise price, the Option may, at the election value of the holder, such shares shall be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing their fair market price per Share value as of the exercise date over (2) of exercise. If such tender would result in the Purchase Price (as adjusted through issuance of fractional shares of Common Stock, the exercise date), divided by (Y) Participant shall purchase at the closing price which reflects the fair market price per Share value of the Stock as of the exercise date date of exercise, in cash, by certified check or cashier's check such additional fractional shares of Common Stock as are necessary to result in the issuance to the Participant of an additional whole share of Common Stock. The Corporation Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing Shares such shares as soon as practicable after the notice of election has been and payment shall be received. In the event the Option shall be exercised exercised, pursuant to Paragraph 5 hereof, by any person or persons other than the Option Holder Participant, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option Until Participant (or his representative as provided herein in Paragraph 5 hereof) has been issued a certificate or certificates for the shares as acquired, Participant shall be fully paid and nonassessable possess no stockholder rights with respect to any such Stock.

Appears in 1 contract

Samples: Data General Corp

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, Company at its the principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall (i) state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall (ii) be signed by the person or persons so exercising the Option . The notice of election shall , and (iii) be accompanied by this Agreement and payment of the full purchase price for of such Shares. The purchase price shall be payable in cash or by check or bank draft payable to the Shares being purchased. As an alternative Company, or, provided such form of payment does not result in a charge to payment earnings of the Company for financial accounting purposes, by delivery of shares of Stock of the Company with a fair market value equal to the purchase price for price, or by a combination of cash and such shares, with a fair market value equal the Shares purchase price. For purposes of this paragraph, the Option may, at the election “fair market value” of the holder, Stock of the Company shall be converted into the nearest whole number fair market value of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share Stock as of the exercise date over (2) the Purchase Price (as adjusted through Option is exercised established in the exercise date), divided by (Y) manner set forth in the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received Plan. In the event the Option shall be exercised by any person or persons other than the Option Holder Optionee shall exercise the Option, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Compellent Technologies Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, Company at its the principal office or such other location as may be designated by the Secretary of the Corporation Company. Such notice shall (i) state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, and shall (ii) be signed by the person or persons so exercising the Option . The notice of election shall , and (iii) be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased of such shares. As an alternative to payment of the The purchase price for shall be payable in cash or by check or bank draft payable to the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received Company. In the event the Option shall be exercised by any person or persons other than the Option Holder Advisor, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Appears in 1 contract

Samples: Certificate of Incorporation (CNS Inc /De/)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable . 9. Change in Control. A Change in Control of the Corporation (as defined in the 2001 Equity Incentive Plan) shall have the effect on the Option set forth in Section 9 of the 2001 Equity Incentive Plan. 10. Optionee Not a Shareholder. The Option Holder under this Option, as such, shall not be entitled by any reason of this Option to any rights whatsoever as a shareholder of the Corporation. 11. General Provisions.

Appears in 1 contract

Samples: Employee Stock Option Agreement (Life Sciences Research Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the The Option may be exercised exercised, in whole, or in part at any time prior to 3:00 p.m. Louisville, Kentucky Time on the Expiration Date, by giving written notice to the Secretary of the Corporation, at its principal office or such other location as may Corporation to that effect. The Option evidenced hereby shall be designated exercisable by the Secretary delivery to and receipt by the Corporation of the Corporation. Such notice shall state the election (a) this original Option Agreement (b) a written Notice of Election to exercise the Option and Exercise specifying the number of Shares to be purchased in respect not less than one thousand (1,000) share denominations. If the Notice of which it Exercise is being exercised for less than the total of 50,000 Shares, and the time for exercise has not expired, the Corporation shall be signed by provide the person Consultant with a new or persons so exercising revised Option Agreement for the Option. The notice of election shall be accompanied by this Agreement and payment balance of the full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the Shares then remaining unexercised, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than the Option Holder, the notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option same terms and conditions as provided herein shall be fully paid and nonassessable stated herein.

Appears in 1 contract

Samples: Industrial Services of America Inc /Fl

Method of Exercising Option. Subject The Optionee may exercise each Vested Option in whole or in part (to the terms and conditions of this Option Agreement, the Option may be exercised extent that it is exercisable in accordance with its terms) by giving written notice to the Secretary of Corporation in the Corporation form annexed hereto as Exhibit A, at its principal office or such other location as may be designated by together with the Secretary of the Corporation. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment tender of the full purchase price of the Shares covered by the Vested Option. The purchase price may consist of (i) cash, (ii) certified or bank check payable to the order of the Corporation in the amount of the purchase price, (iii) a cashless exercise procedure, consisting of authorization from the Optionee to the Corporation to retain from the total number of Shares as to which the Vested Option is exercised that number of Shares having a Fair Market Value (as defined below) on the date of the exercise equal to purchase price for the total number of Shares being purchased. as to which the Vested Option is exercised, (iv) other property or consideration if the Board determines beneficial to the Corporation or (v) any combination of the methods described in (i) through (iv) above.As an alternative to soon as practicable after receipt by the Corporation of such notice and of payment in full of the purchase price for of all the Shares Shares with respect to which the Vested Option has been exercised, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than issued in the Option Holder, name of the notice of election Optionee and shall be accompanied by appropriate proof of delivered to the right of such person or persons to exercise the Option Optionee. All Shares that shall be purchased issued only upon receipt by the exercise Corporation of the Option as provided herein shall be fully paid Optionee's representation that the Shares are purchased for investment and nonassessable not with a view toward distribution thereof.

Appears in 1 contract

Samples: Conditional Stock Option Agreement (DarioHealth Corp.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, The Optionee may exercise the Option may be exercised granted to Optionee by giving written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice Company which shall state the election to exercise the Option and the number of Shares in shares with respect of to which it the Option is being exercised , and . The written notice shall be signed by the person or persons so exercising the Option . The notice of election , shall be delivered to the Company at its principal executive office, and shall be accompanied by this Agreement and payment of equal to the full purchase price for the Shares being purchased shares which are exercised. As an alternative to payment The purchase price of each share purchased upon exercise of the purchase price Option shall be paid in full (a) in cash at the time of exercise, (b) with common shares of the Company owned by the Optionee, (c) by delivering to the Company (i) irrevocable instructions to deliver the stock certificates representing the shares for the Shares, which the Option may is being exercised, at directly to a broker, and (ii) instructions to the election broker to sell such shares and promptly deliver to the Company the portion of the holder, be converted into the nearest whole number of Shares proceeds equal to the total purchase price, or ( X d) the product in any combination thereof. For purposes of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as making payment in common shares of the exercise date over (2) the Purchase Price Company, such shares shall be valued at their Fair Market Value (as adjusted through defined in the Plan) on the date of exercise date), divided by (Y) the closing market price per Share as of the exercise date Option and shall have been held by the Optionee for a period of at least six (6) months. The Corporation Such notice shall deliver a certificate or certificates representing Shares be given on the form attached hereto and designated as soon as practicable after the notice of election has been received. Exhibit A. In the event the Option shall be exercised pursuant to Section 6(b) hereof by any person or persons other than the Option Holder Optionee, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option . All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable .

Appears in 1 contract

Samples: Amendment to Agreement (PSC Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, The Optionee may exercise the Option may be exercised granted to Optionee by giving written notice to the Secretary of the Corporation, at its principal office or such other location as may be designated by the Secretary of the Corporation. Such notice Company which shall state the election to exercise the Option and the number of Shares in shares with respect of to which it the Option is being exercised , and . The written notice shall be signed by the person or persons so exercising the Option . The notice of election , shall be delivered to the Company at its principal executive office, and shall be accompanied by this Agreement and payment of equal to the full purchase price for the Shares being purchased shares which are exercised. As an alternative to payment The purchase price of each share purchased upon exercise of the purchase price Option shall be paid in full (a) in cash at the time of exercise, (b) with common shares of the Company owned by the Optionee, (c) by delivering to the Company (i) irrevocable instructions to deliver the stock certificates representing the shares for the Shares, which the Option may is being exercised, at directly to a broker, and (ii) instructions to the election broker to sell such shares and promptly deliver to the Company the portion of the holder, be converted into the nearest whole number of Shares proceeds equal to the total purchase price, or ( X d) the product in any combination thereof. For purposes of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as making payment in common shares of the exercise date over (2) the Purchase Price Company, such shares shall be valued at their Fair Market Value (as adjusted through defined in the Plan) on the date of exercise date), divided by (Y) the closing market price per Share as of the exercise date Option and shall have been held by the Optionee for a period of at least six (6) months. The Corporation Such notice shall deliver a certificate or certificates representing Shares be given on the form attached hereto and designated as soon as practicable after the notice of election has been received. Exhibit A. In the event the Option shall be exercised pursuant to Section 7(b) hereof by any person or persons other than the Option Holder Optionee, the such notice of election shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option . All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable .

Appears in 1 contract

Samples: Amendment to Employment Agreement (PSC Inc)

Method of Exercising Option. Subject The Optionee may exercise the Option in whole or in part (to the terms and conditions of this Option Agreement, the Option may be exercised extent that it is exercisable in accordance with its terms) by giving written notice to the Secretary of Corporation in the Corporation form annexed hereto as Exhibit A, at its principal office or such other location as may be designated by together with the Secretary of the Corporation. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment tender of the full purchase price of the Shares covered by the Option. The purchase price may consist of (i) cash, (ii) certified or bank check payable to the order of the Corporation in the amount of the purchase price, (iii) a cashless exercise procedure, consisting of authorization from the Optionee to the Corporation to retain from the total number of Shares as to which the Option is exercised that number of Shares having a Fair Market Value (as defined below) on the date of the exercise equal to purchase price for the total number of Shares being purchased. as to which the Option is exercised, (iv) other property or consideration if the Board determines beneficial to the Corporation or (v) any combination of the methods described in (i) through (iv) above.As an alternative to soon as practicable after receipt by the Corporation of such notice and of payment in full of the purchase price for of all the Shares, Shares with respect to which the Option may has been exercised, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as of the exercise date. The Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice of election has been received. In the event the Option shall be exercised by any person or persons other than issued in the Option Holder, name of the notice of election Optionee and shall be accompanied by appropriate proof of delivered to the right of such person or persons to exercise the Option Optionee. All Shares that shall be purchased issued only upon receipt by the exercise Corporation of the Option as provided herein shall be fully paid Optionee's representation that the Shares are purchased for investment and nonassessable not with a view toward distribution thereof.

Appears in 1 contract

Samples: Stock Option Agreement (DarioHealth Corp.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the a) The Option may be exercised by written notice to the Secretary of the Corporation, Company at its principal office or such other location as may be designated by the Secretary of the Corporation executive offices, Attn: Corporate Secretary. Such notice shall state the election to exercise the Option and the number of Shares shares of Common Stock in respect of which it the Option is being exercised, and shall be signed by the person or persons so exercising the Option. The notice of election shall be accompanied by this Agreement and payment of the in full purchase price for the Shares being purchased. As an alternative to payment of the purchase price for the Shares, the Option may, at the election of the holder, be converted into the nearest whole number of Shares equal to (X) the product of (A) the number of Shares subject to this option and (B) the excess, if any, of (1) the closing market price per Share as of the exercise date over (2 prices for such shares of Common Stock.(b) the Purchase Price (as adjusted through the exercise date), divided by (Y) the closing market price per Share as Payment of the exercise date. The Corporation shall deliver a certificate or certificates representing Shares as soon as practicable after the notice of election has been received. In the event the Option price shall be exercised made in United States dollars by any person certified check or persons other than bank cashier’s check payable to the Option Holder order of the Company. Subject to such procedures and rules as may be adopted from time to time by the Board, the notice Optionee may also pay the exercise price (i) by tendering to the Company shares of election shall be accompanied Common Stock owned by appropriate proof her for at least six months with an aggregate Fair Market Value on the date of exercise equal to the exercise price, (ii) at the discretion of the right Board, by delivery to the Company of such person or persons a copy of irrevocable instructions to exercise the Option. All Shares that shall a stockbroker to sell shares of Common Stock to be purchased acquired upon the exercise of the Option and to deliver promptly to the Company an amount sufficient to pay the exercise price, or (iii) any other method of payment approved by the Board. The certificate for shares of Common Stock as provided herein to which the Option shall have been so exercised shall be fully paid and nonassessable registered in the Optionee’s name.

Appears in 1 contract

Samples: Stock Option Agreement (Strategic Distribution Inc)