Common use of Method of Exercising Option Clause in Contracts

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107. 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. Such notice shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 3 contracts

Samples: Incentive Stock Option Agreement (McLean Robert H), Option Agreement (McLean Robert H), Option Agreement (McLean Robert H)

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Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107principal business address attention of the 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. 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 shall be accompanied by payment in cash or by check, or by shares of the full purchase price Common Stock, or by a combination of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be receivedthese methods of payment. Payment of such purchase price shall, in either case, may also be made in (i) cash, or (ii) cashier's certified or personal check payable by delivery of a notice of “net exercise” to the order of the Corporation, (iii) in whole pursuant to which the Optionee shall receive the number of shares of Stock underlying the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) Option so exercised reduced by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred number of shares of Stock equal to the Corporation (or withheld upon exercise) as payment aggregate exercise price of the purchase price under this option shall be valued at Option divided by the Fair Market Value on the day preceding date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise of the Optionexercise. The certificate or certificates for the Shares shares as 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 , (or, if the Option shall be exercised by the Employee, Optionee and if the Employee Optionee shall so request in the notice exercising the Option, such Option the certificate or certificates shall be registered in the name of the Employee Optionee and another personperson jointly, as joint tenants 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 EmployeeOptionee (to the extent permitted under this Non-Qualified Stock Option Agreement), such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

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, the Option may be exercised by upon written notice delivered in person or by first class mail to the Corporation Company, at its offices principal office, which is located at 226 0 Xxxxxxxxxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 7610700000. 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. Such notice ; shall (if required by the terms thereof) be accompanied by the investment certificate referred to in Paragraph 6; and shall be accompanied by payment of the full purchase Option price of such Sharesshares. The Option price shall be paid to the Company in cash or by certified check. Upon receipt of such notice and payment, in which event the Corporation Company, as promptly as practicable (but no later than ten (10) days after receipt of such notice and payment), shall deliver or cause to be delivered a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable shares with respect to which the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the OptionOption is so exercised. The certificate or certificates for representing the Shares shares as 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 Option (or, if the Option shall be exercised by the Employee, Optionee and if the Employee Optionee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee Optionee and another personthe Optionee's spouse, as joint tenants jointly, with right of survivorship, ) and shall be delivered as provided above to or upon the written order of the person or persons other than exercising the EmployeeOption. In the event the Option shall be exercised by any person or persons after the legal disability or death of the Optionee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 validly issued, fully paid and non-assessable. Upon assessable by the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsCompany.

Appears in 3 contracts

Samples: Stock Option Agreement (Total Research Corp), Stock Option Agreement (Total Research Corp), Stock Option Agreement (Total Research Corp)

Method of Exercising Option. Subject to the terms and conditions of ---------------------------- this Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Secretary of the Corporation at its offices which are presently located at 226 000 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107. 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. Such notice shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cashcash or cashier's, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company Corporation shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (Tremain Alan), Exhibit 2b (Tremain Alan)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by contacting the stock broker designated by the Company from time to time and following such broker’s instructions. Alternatively, if Optionee wishes to use his or her personal stock broker, Optionee may provide written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx XxxxxxCompany, Suite 101Attention: Manager, Fort Worth, Texas 76107Stock 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. Such notice Option and shall be accompanied by payment in full of the full purchase price of Purchase Price for such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be receivedCommon shares. Payment of such purchase price shall, in either case, Purchase Price shall be made in (i) cash, United States dollars by certified check or (ii) bank cashier's certified or personal ’s check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired Company or by Employee and evidenced by negotiable certificates, or (iv) wire transfer to such account as may be specified by the Corporation withholding Shares that otherwise would Company for this purpose. Subject to such procedures and rules as may be acquired upon adopted from time to time by the Committee, the Optionee may also pay such exercise. Any Shares transferred Purchase Price by (i) tendering to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Company Common Shares with an aggregate Fair Market Value on the day preceding 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 Optionmethods of payment described in clauses (i) and (ii) and in the preceding sentence. The certificate or certificates for the Common Shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Common Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon the exercise of less than The Company’s Xxxxxxx Xxxxxxx Policy 110 requires that all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection Insiders must pre-clear with the preparationLaw Department all proposed transactions in Qwest Securities, issuance and delivery including, but not limited to, exercises of options prior to effecting such new Option Agreementstransaction.

Appears in 2 contracts

Samples: Restricted Stock Agreement (Qwest Communications International Inc), Restricted Stock Agreement (Qwest Communications International Inc)

Method of Exercising Option. Subject Grantee may exercise the Option in accordance with the terms hereof by providing to Company a written notice (the “Exercise Notice”) in the form attached hereto as Exhibit A, specifying the number of vested Units to be purchased and the purchase date, which shall be not less than five (5) nor more than ten (10) days after giving the Exercise Notice unless otherwise agreed to by the Company. On the purchase date, Grantee shall provide to the terms Company: (i) payment in full of the Exercise Price Per Unit for the Units being acquired through the methods permitted by the Plan (except in the event of a Net Exercise); (ii) execution of a joinder to the Company’s LLC Agreement in the form specified therein; and conditions (iii) any other matters (including income tax withholding arrangements) required in accordance with this Option Agreement and the Plan. This Option will be considered exercised with respect to the number of Units Grantee desires to purchase on the date that Company receives all of the foregoing. Grantee shall not acquire any rights or privileges as a Unit holder or Member of the Company for any Units issuable upon the exercise of this Option until such Units have been duly issued by the Company. The Company shall have the right to delay the issue or delivery of any Units to be delivered hereunder until (i) the completion of such registration or qualification of such Units under federal or state law, ruling or regulation as Company deems to be necessary or advisable; (ii) completion of tax withholding or payment arrangements satisfactory to the Company, in accordance with Section 9 below; (iii) receipt from Grantee of such documents and information as Company deems necessary or appropriate in connection with such registration or qualification or the issuance of Units hereunder; and (iv) execution and delivery by Grantee of a written joinder to the Company’s LLC Agreement. In the event of Grantee’s death, the Option may be exercised by written the representative, administrator or other representative of Grantee’s estate, or the person to whom this Option shall pass by will or beneficiary designation. Any certificate or other evidence of Unit ownership following exercise of this Option may be marked with an appropriate legend giving notice delivered in person of any transferability, repurchase rights, restrictions and conditions imposed by law, by the Company’s LLC Agreement or by first class mail to any other agreement among the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107. 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. Such notice shall be accompanied by payment members of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsCompany.

Appears in 2 contracts

Samples: Option Agreement (Funko, Inc.), Option Agreement (Funko, Inc.)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107principal business address attention of the 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. 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 shall be accompanied by payment in cash, by check, by shares of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order Common Stock of the Corporation, (iii) in whole or, by a combination of these methods. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) Option so exercised reduced by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred number of shares of Stock equal to the Corporation (or withheld upon exercise) as payment aggregate exercise price of the purchase price under this option shall be valued at Option divided by the Fair Market Value on the day preceding the date of exercise of the Option. Payment may also be made, in the discretion of the Corporation, if in accordance with applicable law, by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price or by any other means which the Compensation Committee of the Board of Directors of the Corporation, in its discretion, determines to be consistent with the Plan’s purpose and applicable law. In the event that payment is made in shares of the 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 certificate or certificates for the Shares shares as 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 , (or, if the Option shall be exercised by the Employee, Optionee and if the Employee Optionee shall so request in the notice exercising the Option, such Option the certificate or certificates shall be registered in the name of the Employee Optionee and another personperson jointly, as joint tenants 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 EmployeeOptionee (to the extent permitted under this Non-Qualified Stock Option Agreement), such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon At the time of the exercise of the Option the Corporation may require, as provided herein shall be fully paid and non-assessable. Upon a condition of the exercise of less than all such Option, the Optionee to pay the Corporation an amount equal to the amount of tax the Corporation may be required to withhold to obtain a deduction for federal income tax purposes as a result of the Options hereunder, exercise of the Corporation shall promptly execute and deliver a new Option Agreement in by the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsOptionee.

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (Ufp Technologies Inc), Non Qualified Stock Option Agreement (Ufp Technologies Inc)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx XxxxxxCompany, Suite 101Attention: Manager, Fort Worth, Texas 76107Stock 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. Such notice Option and shall be accompanied by payment in full of the full purchase price of Purchase Price for such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be receivedCommon shares. Payment of such purchase price shall, in either case, Purchase Price shall be made in (i) cash, United States dollars by certified check or (ii) bank cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired Company or by Employee and evidenced by negotiable certificates, or (iv) wire transfer to such account as may be specified by the Corporation withholding Shares that otherwise would Company for this purpose. Subject to such procedures and rules as may be acquired upon adopted from time to time by the Committee, the Optionee may also pay such exercise. Any Shares transferred Purchase Price by (i) tendering to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Company Common Shares with an aggregate Fair Market Value on the day preceding 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 Optionmethods of payment described in clauses (i) and (ii) and in the preceding sentence. The certificate or certificates for the Common Shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Common Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (Qwest Communications International Inc), Qwest Communications International Inc

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by upon written notice delivered in person or by first class mail to the Corporation Company, at its offices principal office, which is located at 226 Xxxxxx 0 Xxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107Xxxxxxxxxxxx 00000. 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. Such notice ; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof and shall be accompanied by payment of the full purchase Option price of such shares. The Option price shall be paid to the Company (i) in cash, or in its equivalent, or (ii) unless in the opinion of counsel to 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 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 is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall equal the fair market value of such Common Shares on the date of exercise as determined by the Committee. If there is a market for Common Shares on a registered securities exchange or in which event an over-the-counter market, "fair market value" shall equal the Corporation quoted closing price of Common Shares on the date of exercise. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable shares with respect to which the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the OptionOption is so exercised. The certificate or certificates for the Shares shares as 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 Option (or, if the Option shall be exercised by the Employee, Non-Employee Director and if the Non-Employee Director shall so request in the notice exercising the Option, such Option shall be registered in the name of the Non-Employee Director and another personthe Non-Employee Director's spouse, as joint tenants jointly, with right of survivorship, ) and shall be delivered as provided above to or upon the written order of the person or persons other than exercising the EmployeeOption. In the event the Option shall be exercised by any person or persons after the legal disability or death of the Non-Employee Director, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon assessable by the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsCompany.

Appears in 2 contracts

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

Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107principal business address attention of the 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. 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 shall be accompanied by payment in cash or by check, or if approved by the Corporation, by shares of Common Stock of the full purchase price Corporation already owned by the Optionee valued at their fair market value, or by a combination of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after foregoing. The fair market value of the notice Corporation's shares for this purpose shall be received. Payment determined by the Board of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order Directors of the Corporation, (iii) in whole shares and any such determination shall be binding on all parties. If, however, the Common Stock of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificatesCorporation is then actively traded on an established over-the-counter market, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value average mean between the bid and asked prices quoted in such market on the trading day next preceding the date of exercise of the Option; and if such stock is listed on any national exchange, the price shall be the average mean between the high and low sales prices quoted on such exchange during such preceding trading day. The certificate or certificates for the Shares shares as 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 , (or, if the Option shall be exercised by the Employee, Optionee and if the Employee Optionee shall so request in the notice exercising the Option, such Option the certificate or certificates shall be registered in the name of the Employee Optionee and another personperson jointly, as joint tenants 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 EmployeeOptionee (to the extent permitted under this Incentive Stock Option Agreement), such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 2 contracts

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

Method of Exercising Option. Subject The Optionee may exercise the Option in whole or in part (to the terms and conditions of this Agreement, the Option may be exercised extent that it is exercisable in accordance with its terms) by giving written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxxin the form annexed hereto as Exhibit A, Suite 101, Fort Worth, Texas 76107. Such notice shall state together with 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. Such notice shall be accompanied by payment tender of the full purchase price of such Shares, in which event the Shares covered by the Option. As soon as practicable after receipt by the Corporation shall deliver of such notice and of payment in full of the purchase price of all the Shares with respect to which the Option has been exercised, a certificate or certificates representing such Shares as soon as practicable after the notice shall be receivedissued in the name of the Optionee and shall be delivered to the Optionee. Payment All Shares shall be issued only upon receipt by the Corporation of such the Optionee's representation that the Shares are purchased for investment and not with a view toward distribution thereof. The purchase price shall, in either case, may be made in paid by (i) cash, or (ii) cashier's certified or personal bank check payable to the order of the CorporationCorporation in the amount of the purchase price, (iii) in whole shares if the Shares are then traded on a national securities exchange or on the Nasdaq Capital Market (or successor trading system), a cashless exercise procedure, consisting of authorization from the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred Optionee to the Corporation (or withheld upon exercise) as payment to retain from the total number of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as to which the Option shall have been so is exercised shall be registered in that number of Shares having a Fair Market Value on the name date of the person exercise equal to purchase price for the total number of Shares as to which the Option is exercised, (iv) if the Shares are then traded on a national securities exchange or persons so exercising on the OptionNasdaq Capital Market (or successor trading system), delivery of an irrevocable and unconditional undertaking, satisfactory in form and substance to the Company, by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the purchase price, or delivery by the Optionee to the Company of a copy of irrevocable and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the purchase price; or if (v) by check payable to the Option shall be exercised by the Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons other than Company for the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation par value of the right of such person or persons to exercise the Option. All Shares that shall be being purchased upon the exercise plus delivery of the Option as provided herein shall be fully paid and nonOptionee’s three-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering year personal full recourse promissory note for the balance of unexercised Optionsthe purchase price, with such note bearing interest payable not less than annually at the applicable federal rate, as defined in Section 1274(d) of the Code; or (vi) any combination of the methods described in (i) through (v) above. The Company In the case of (iii) above, Fair Market Value as of the date of exercise shall pay all expenses incurred by it in connection with be determined as of the preparationlast business day for which such prices or quotes are available prior to the date of exercise and shall mean (i) the last reported sale price (on that date) of the Shares on the principal national securities exchange on which the Shares are traded, issuance and delivery if the Shares are then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of such new Option Agreementsthe Shares on the Nasdaq Capital Market (or successor trading system), if the Shares are not then traded on a national securities exchange.

Appears in 2 contracts

Samples: Stock Option Agreement (Artemis Therapeutics, Inc.), Stock Option Agreement (Artemis Therapeutics, 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 delivered in person or by first class mail to the Corporation Company, at its offices principal office, which is located at 226 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 7610700000. 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. Such notice ; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to in Section 6; and shall be accompanied by payment of the full purchase Option price of such Sharesshares. The Option price shall be paid to the Company in: (i) cash; (ii) cash equivalent; (iii) Common Stock of the Company, in which event accordance with Section 7.1(f)(ii) of the Corporation 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 Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as with respect to which the Option shall have been is so exercised exercised. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option; or Option (or, if the Option shall be is exercised by the Employee, Employee and if the Employee shall so request requests in the notice exercising the Option, such Option shall be registered in the name of the Employee and another personthe Employee's spouse, as joint tenants jointly, with right of survivorship, ) and shall be delivered as provided above to or upon the written order of the person or persons other than exercising the Option. In the event the Option is exercised by any person or persons after the legal disability or death of the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon not assessable by the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsCompany.

Appears in 2 contracts

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

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option this option may be exercised by written notice delivered in person or by first class mail to the Corporation Company at its offices located at 226 Xxxxxx Xxxxxxprincipal executive office, Suite 101, Fort Worth, Texas 76107or to such transfer agent as the 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 Optionthis option. Such notice shall be accompanied by payment of the full purchase price of such Sharesshares, 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 date of the exercise to the cash exercise price of this option, (c) consistent with applicable law, by delivery of the Optionee's personal recourse note bearing interest payable not less than annually at no less than 100% of 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 the Company of a sufficient amount of the proceeds from the sale of 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 event sale shall be at the Corporation participant's direction at the time of exercise, or (e) by any combination of (a), (b), (c) and (d) above. The Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The Such certificate or certificates for the Shares as 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 this option (or, if the Option shall be this option is exercised by the Employee, Optionee and if the Employee shall so request Optionee requests in the notice exercising the Optionthis option, such Option shall be registered in the name of the Employee Optionee and another personperson jointly, as joint tenants with right of survivorship). In the event this option is exercised, and shall be delivered as provided above pursuant to or upon the written order of the Section 5 hereof, by any person or persons other than the EmployeeOptionee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreementsthis option.

Appears in 2 contracts

Samples: Non Qualified (Breakaway Solutions Inc), Non Qualified (Breakaway Solutions Inc)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation Company at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107main office. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment of the full purchase price of such Sharesshares, in which event and the Corporation Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received. Payment In the event the Option shall be exercised pursuant to Paragraph 5 hereof, such notice shall be accompanied by appropriate proof of the right of such purchase price shall, in either case, be made in (i) cash, person or (ii) cashier's certified or personal check payable persons to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, Optionee and shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessablenonassessable. Upon The shares to be issued upon the exercise of less than all options granted under the Plan have not been registered with the Securities and Exchange Commission, nor have they been registered or qualified under the laws of any state. The notice exercising the Options hereunderOption shall be in a form satisfactory to the Company, and shall affirm that the purchaser is acquiring the shares for the purchaser's own account for investment and not for the purposes of resale or distribution. The certificates for the shares shall be subject to any legend condition imposed under the laws of any state. In addition, the Corporation certificate representing the shares shall promptly execute be subject to the following restrictions and deliver all certificates representing said shares shall bear a new Option Agreement in the form hereof covering the balance of unexercised Optionsconspicuous legend containing said restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE (THE "LAW"). The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsSUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SAID SHARES NOR ANY INTEREST THEREIN MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND QUALIFICATION UNDER THE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID SALE OR OFFER.

Appears in 2 contracts

Samples: Non Statutory Stock Option Agreement (Venturi Technologies Inc), Non Statutory Stock Option Agreement (Venturi Technologies Inc)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the this Option may be exercised by written notice delivered in person or by first class mail to the Corporation Company, at its offices principal office in the State of California, which presently is located at 226 Xxxxxx 195 Xxxxxxxxxx Xxxxx, Xxxxxx, Suite 101, Fort Worth, Texas 76107Xxxxxxxxxx 00000-0000 Xxxn: Stock Plan Administrator. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment in (i) cash, certified check, bank draft; (ii) (subject to the limitations and with the terms and provisions specified under Paragraph 3 above) certificates for shares of the Common Stock of the Company; or (iii) (subject to the limitations and with the terms and provisions specified pursuant to Paragraph 3 above) with the prior written consent and approval of the Company, by the execution and delivery of Optionee's promissory note in the principal amount of the exercise price, with such term, interest rate and other terms and provisions, including, without limitation, requiring the Shares acquired upon exercise to be pledged to the Company to secure payment of the note, as the Board of Directors may specify, equal to at the time of exercise, in the aggregate, the full purchase price of such Sharesshares, in which event (iv) by cancellation of indebtedness of the Corporation Company to Optionee, (v) by waiver of compensation due or accrued to Optionee for services rendered, or (vi) provided that a public market for the Company's stock exists, through consideration received by the Company under a cashless exercise program implemented by the Company, or (vii) any combination of (i), (ii), (iii), (iv), (v), or (vi) above, and the Company shall deliver a certificate or certificates representing the Shares subject to such Shares exercise as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants 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 the EmployeeOptionee in accordance with the terms hereof, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessablenonassessable. Upon The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. Until and unless this Option and the issuance of securities hereunder shall have been registered under the Securities Act of 1933, as amended (the "Securities Act"), the Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of less than all of this Option are being or are to be acquired by Optionee for investment and not with a view to the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreementsdistribution thereof.

Appears in 2 contracts

Samples: Nonqualified Option Agreement (Epicor Software Corp), Nonqualified Option Agreement (Epicor Software Corp)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the The Option (or any part or installment) may be exercised by written notice delivered in person or by first class mail to the Corporation Company at its offices located at 226 Xxxxxx Xxxxxxprincipal executive office, Suite 101, Fort Worth, Texas 76107in substantially the form of Exhibit A attached to this Agreement. Such The 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. Such notice shall be accompanied by must include provision for payment of the full purchase price for the Shares as to which the Option is being exercised, and the exercise must comply with any other condition(s) set forth in this Agreement. The notice must be signed by the Participant, shall state the number of such SharesShares with respect to 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 as to which the Option is being exercised shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Company, through delivery of shares of Shares having a fair market value equal as of the date of the exercise to the cash exercise price of the Option, or (c) at the discretion of the Company, by having the 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 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 which event accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Corporation Company, or (f) at the discretion of the Company, by any combination of (a), (b), (c), (d) and (e) above. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment , provided, however, that the Company may delay issuance of such purchase price shallShares until completion of any action or obtaining of any consent, in either casewhich the Company deems necessary under any applicable law (including, be made in (i) cashwithout limitation, state securities or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option“blue sky” laws). The certificate or certificates for the Shares as 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 Option (or, if the Option shall be exercised by the Employee, Participant and if the Employee Participant shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee Participant and another personperson jointly, as joint tenants 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, pursuant to Section 4 hereof, by any person or persons other than the EmployeeParticipant, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreementsnonassessable.

Appears in 2 contracts

Samples: Employee and Consultant Non Qualified Stock Option Agreement (Panera Bread Co), Employee and Consultant Non Qualified Stock Option Agreement (Panera Bread Co)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx XxxxxxCompany, Suite 101, Fort Worth, Texas 76107Attention: 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. Such notice shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as to which If 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 is exercised by the Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the any person or persons other than the Employeedirector to whom the Option was originally granted, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon a properly executed certificate or certificates representing the exercise of less than all of Stock so purchased shall be issued by the Options hereunder, Company and delivered to the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsHolder.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (MDC Holdings 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 delivered in person or by first class mail to the Corporation Company, at its offices principal office, which is located at 226 000X Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 7610700000. 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. Such notice ; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to in Section 6; and shall be accompanied by payment of the full purchase Option price of such Sharesshares. The Option price shall be paid to the Company in: (i) cash; (ii) cash equivalent; (iii) Common Stock of the Company, in which event accordance with Section 7.1(f)(ii) of the Corporation 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)(iv) of the Plan (as in effect on the date of this Stock Option Grant and Agreement). Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as with respect to which the Option shall have been is so exercised exercised. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option; or Option (or, if the Option shall be is exercised by the Employee, Employee and if the Employee shall so request requests in the notice exercising the Option, such Option shall be registered in the name of the Employee and another personthe Employee's spouse, as joint tenants jointly, with right of survivorship, ) and shall be delivered as provided above to or upon the written order of the person or persons other than exercising the Option. In the event the Option is exercised by any person or persons after the legal disability or death of the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon not assessable by the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsCompany.

Appears in 1 contract

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

Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices presently located at 226 000 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107. 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. Such notice shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's 's, certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation Company shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements. Upon request by Employee, the Company hereby agrees to loan Employee such amount of money as is needed by Employee to pay the purchase price for such shares. Such loan shall be evidenced by a promissory note, payable in full twelve (12) months from date of execution, bearing interest at the rate of 8% per annum, and secured by the shares of stock purchased with the proceeds of the loan or other collateral acceptable to Company.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (McLean Robert H)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by written notice delivered in person or by first class mail to the Corporation Company, at its offices principal office in the State of California, which presently is located at 226 Xxxxxx 3 Jexxxx Xxxxxx, Suite 101Xxxxxx, Fort Worth, Texas 76107Xxxxxxxxxx 00000. Such Xxch notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment as provided in Section 3 hereof. The notice of exercise shall be accompanied with an executed investment letter in the full purchase price form of such Shares, in which event the Corporation Exhibit B attached hereto as a condition to exercise. The Company shall deliver a certificate or certificates representing the Shares subject to such Shares exercise as soon as practicable after the notice and investment letter shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants 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 the EmployeeOptionee in accordance with the terms hereof, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessablenonassessable. Upon The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of less than all of this Option are being or are to be acquired by Optionee for investment and not with a view to the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreementsdistribution thereof.

Appears in 1 contract

Samples: Incentive Option Agreement (Kofax Image Products Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by written notice delivered in person or by first class mail to the Corporation Company, at its offices principal office in the State of California, which presently is located at 226 Xxxxxx Xxxxxx0000 X. Xxxxx, Suite 101100, Fort WorthSanta Ana, Texas 76107California 92704. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment in cash, certified check, bank draft or (subject to the limitations and with the prior approval required under Paragraph 3 above) certificates for shares of the Common Stock of the Company equal to at the time of exercise, in the aggregate, the full purchase price of such Sharesshares, in which event and the Corporation Company shall deliver a certificate or certificates representing the shares subject to such Shares exercise as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants 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 the EmployeeOptionee in accordance with the terms hereof, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessablenonassessable. Upon The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of less than all this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof. In addition, as a condition to the effectiveness of any exercise of this Option and the Options hereunderCompany's obligation to issue a stock certificate pursuant hereto, the Corporation person exercising the Option shall promptly execute and deliver a new Option Agreement to the Company with the notice provided for above an investment letter in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.attached hereto as Exhibit A.

Appears in 1 contract

Samples: Incentive Common Stock Option Agreement (Interplay Entertainment Corp)

Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at Corporation, care of its offices located at 226 Xxxxxx XxxxxxChief Financial Officer, Suite 101Oxx Xxxxxxx Xxxxx, Fort WorthXxxxx, Texas 76107Xxxxxxxx 00000. 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. Such notice shall either: (a) be accompanied by payment of the full purchase price of such Sharesshares, in which event the Corporation shall deliver a certificate or certificates representing such Shares 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 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 in (i) cash, or (ii) cashier's certified or personal by check payable to the order of the CorporationCorporation or, (iii) in whole if applicable pursuant to Paragraph 2 hereof, the transfer of the appropriate shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Optionstock. The certificate or certificates for the Shares shares as 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 Option (or, if the Option shall be exercised by the Employee, Employee and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another personperson jointly, as joint tenants with right of survivorship, 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 Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all As a condition of the Options issuance of shares hereunder, the Employee agrees to remit to the Corporation shall promptly execute and deliver at the time of any exercise of this Option any taxes required to be withheld by the Corporation under federal, state or local law as a new Option Agreement in the form hereof covering the balance result of unexercised Optionsexercise. The Company shall Employee may remit such amount 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). If the Employee uses already owned shares to pay all expenses incurred by it the exercise price, tax withholding, or both in connection accordance with Paragraphs 2 and 9, the preparationCorporation, issuance and delivery at the absolute discretion of such new Option Agreementsthe Compensation Committee of the Board of Directors of the Corporation, may grant a replacement option to the Employee for the shares so used.

Appears in 1 contract

Samples: Stock Option Agreement (Valmont Industries Inc)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107Company. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising who shall exercise the Option. Such notice shall either (a) be accompanied by payment of the full purchase price of such Sharesshares, in which event the Corporation Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, ; or (iib) cashier's certified or personal check payable to fix a date (not less than five (5) nor more than fifteen (15) business days from the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) date such notice shall be received by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to Company) for the Corporation (or withheld upon exercise) as payment of the full purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise such shares against delivery of the Optiona certificate or certificates representing such shares. The A certificate or certificates for the Shares shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising who shall exercise 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, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person who shall exercise the Option. As a condition to the issuance of the shares as to which the Option shall be exercised, the Employee authorizes the Company to withhold from any regular cash compensation payable to [him] [her] any taxes required to be withheld by the Company under Federal, North Carolina or persons other local law as a result of the exercise of the Option; provided, however, if the Company so requests, the person who shall exercise the Option shall in the alternative remit to the Company at the time of any exercise of the Option any taxes required to be withheld by the Company under Federal, North Carolina or other local law as a result of the exercise of the Option. In the event the Option shall be exercised pursuant to Paragraph 6, by any person other than the Employee, such the notice of exercise shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Shares shares that shall be purchased upon in the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 1 contract

Samples: Stock Option Plan (Four Oaks Fincorp Inc)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice delivered in person or by first class mail mall to the the, Corporation at its offices presently located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107. 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. Such notice shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's 's, certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation Company shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements. Upon request by Employee, the Company hereby agrees to loan Employee such amount of money as is needed by Employee to pay the purchase price for such shares. Such loan shall be evidenced by a promissory note, payable in full twelve (12) months from date of execution, bearing interest at the rate of 8% per annum, and secured by the shares of stock purchased with the proceeds of the loan or other collateral acceptable to Company.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (McLean Robert H)

Method of Exercising Option. Subject to compliance with the terms and conditions of this AgreementOption Agreement and applicable securities laws, the Option may be exercised in whole or in part at any time or from time to time after the Grant Date and on or before the Expiration Date by written notice delivered in person or the delivery (including. without limitation, delivery by first class mail to facsimile}of the Corporation form of Notice of Exercise attached hereto as Exhibit 1 (the ''Notice of Exercise"), duly executed by the Optionee, at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107. Such notice shall state the election to exercise principal business address of the Option and the number of Shares in respect of which it is being exercisedCompany, and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shalldate, in either case, be made in (i) cashsurrendering this Option Agreement at the address of the Company, or and (ii) cashier's certified } providing payment, by check or personal check payable by wire transfer, of an amount equal to the order product obtained by multiplying the number of Option Shares being purchased upon such exercise by the then effective Exercise Price. As soon as practicable on or after the date of an exercise of the CorporationOption, (iii) in the Company shall deliver to the person or persons entitled to receive the same a certificate or certificates for the number of whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired Common Stock issuable upon such exercise. Any Shares transferred to the Corporation (No fractional shares or withheld upon exercise) as payment scrip representing fractional shares of the purchase price under this option Common Stock shall be valued at the Fair Market Value on the day preceding the date of issued upon an exercise of the Option. The certificate or certificates for the Shares as As to any fraction of a share which the Option shall have been so exercised shall Optionee would otherwise be registered entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in the name respect of the person or persons so exercising the Option; or if the Option shall be exercised such final fraction in an amount equal to such fraction multiplied by the Employee, and if Exercise Price or round up to the Employee shall so request in the notice exercising next whole share. In case of any partial exercise of the Option, such the Grantee and the Company shall cancel this Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, Agreement upon surrender hereof and shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering of like tenor and date for the balance of unexercised Optionsthe Option Shares purchasable hereunder. This Option Agreement shall be deemed to have been exercised on the close of business on the date of delivery of the Notice of Exercise as provided above. The Company acknowledges that the person entitled to receive the Option Shares issuable upon exercise of the Option shall pay be treated for all expenses incurred by it in connection with purposes as the preparation, issuance and delivery holder of record of such new Option Agreementsshares as of the close of business on the date the Grantee is deemed to have exercised the Option.

Appears in 1 contract

Samples: Option Agreement (U.S. Rare Earths, Inc)

Method of Exercising Option. Subject to the terms and conditions of this Agreementhereof, the Option may be exercised (to the extent then exercisable) by written notice delivered in to AI and signed by the Optionee or other person or by first class mail persons entitled to exercise the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107Option. Such notice shall state the election to exercise the Option and the number of Optioned Shares in respect of which it the Option is being exercised, exercised and shall include such written representations as the Committee may from time to time determine to be signed by the person or persons so exercising the Optiondesirable in connection with compliance with securities and other laws and regulations. Such notice shall be accompanied by payment delivery of the full purchase price of such Shares, Optioned Shares in which event the Corporation shall deliver a certificate cash or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal by check payable to the order of AI, unless the CorporationCommittee shall have determined to accept or withhold, (iii) in whole full or partial payment of such purchase price, shares of Class A Common Stock of AI. Such notice shall also be accompanied by payment, in cash or by check payable to the Corporation's common stock previously acquired order of AI, of the minimum amount of any taxes required by Employee and evidenced law to be withheld by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon AI in respect of such exercise. Any Shares transferred , unless the Committee shall have determined to the Corporation (accept or withheld upon exercise) as withhold, in full or partial payment of such taxes, shares of Class A Common Stock of AI. In the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as 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 event the Option shall be exercised by the Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the any person or persons other than the EmployeeOptionee, such notice shall shall, in addition, be accompanied by appropriate proof satisfactory to the Corporation AI of the right of such person or persons to exercise the Option. All If and when all of the foregoing conditions have been fully satisfied, AI shall, as soon as practicable thereafter (including such time as may be required pursuant to the last sentence of this paragraph), deliver a stock certificate representing the Optioned Shares that shall in respect of which the Option is being exercised (less any shares withheld in payment of the purchase price or taxes), registered in the name of the person or persons exercising the Option. Such stock certificate may bear any legend which the Committee determines to be purchased desirable in connection with compliance with securities and other laws and regulations. Shares acquired upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon Such shares shall be issued shares of Class A Common Stock reacquired in any manner by AI. AI agrees that in the event that, at the time of receipt of a notice of exercise of less than all of the Options hereunder, it does not have sufficient treasury shares to satisfy the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by option exercise, it in connection with the preparationwill, issuance and delivery no later than 20 trading days after receipt of such new Option Agreementsnotice, acquire the required number of treasury shares.

Appears in 1 contract

Samples: Option Agreement (Albany International Corp /De/)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation Company at its offices their principal office, which is presently located at 226 000 Xxxxxx Xxxxxx, Suite 101Xxxxxxxxx Xxxxxx, Fort Worth, Texas 76107Xxx Xxxxxx 00000. A copy of which is attached as Exhibit A. Such notice shall be given and received, as specified in Section 11 hereof, prior to the Termination Time; shall state the election to exercise the Option and the number of Option Shares in with respect of to which it is being exercised, and ; shall be signed by the person or persons so exercising the Option. Such notice ; shall (unless the Company otherwise agrees) be accompanied by a representation that the Option Shares being acquired upon exercise of the Option are being acquired for investment and can be sold as permitted by law; and shall be accompanied by payment of the full purchase price Option Price of such Option Shares. The Option Price shall be paid in cash or by bank or cashier=s check. Upon receipt of such notice and payment, in which event the Corporation Company, as promptly as practicable, shall deliver cause to be delivered by the transfer agent for Ultitek a certificate or certificates representing such the Option Shares as soon as practicable after with respect to which the notice shall be received. Payment Option is so exercised, free and clear of such purchase price shallany and all security interests, in either caseclaims, be made in (i) cash, liens or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Optionencumbrances. The certificate or certificates for the such Option Shares as 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 Option (or, if the Option shall be is exercised by the Employee, Optionee and if the Employee Optionee shall so request in the notice exercising the Option, such Option shall be registered in the name of Optionee and his spouse, jointly, with the Employee and another person, as joint tenants with right of survivorship, ) and shall be delivered as provided above to or upon the written order of the person or persons other than exercising the EmployeeOption. In the event the Option shall be exercised, to the extent permitted hereunder, by any person or persons after legal disability or death of Optionee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon At the exercise time of delivery of the Option option shares, Optionee shall execute a Shareholder Agreement, attached hereto as provided herein shall be fully paid and non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.Exhibit AB@.

Appears in 1 contract

Samples: Stock Option Agreement (Ultitek LTD)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by written notice delivered in person or by first class mail to the Corporation Company, at its offices principal office in the State of Washington, which presently is located at 226 Xxxxxx Xxxxxx20000 00xx Xxxxx XX, Suite 101#000, Fort WorthXxxxxxx, Texas 76107XX 00000. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment in cash, certified check, bank draft or (subject to the limitations and with the prior approval required under Paragraph 3 above) a promissory note or certificates for Shares of the Common Stock of the Company equal to at the time of exercise, in the aggregate, the full purchase price of such Shares, in which event and the Corporation Company shall deliver a certificate or certificates representing the Shares subject to such Shares exercise as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants 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 the EmployeeOptionee in accordance with the terms hereof, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessablenonassessable. Upon The holder of this Option shall not be entitled to the privileges of share ownership as to any Shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all Shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of less than all of this Option are being or are to be acquired by Optionee for investment and not with a view to the Options hereunderdistribution thereof. In addition, the Corporation person exercising the Option shall promptly execute and deliver a new to the Company with the notice provided for above Notice of Exercise of Stock Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.attached hereto as Exhibit B.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Nanogen Inc)

Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Agreementagreement, the Option this option may be exercised by written notice delivered in person to Excel, at the principal executive office of Excel, or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107such transfer agent as Excel shall designate. Such notice shall state the election to exercise the Option this option and the number of Shares shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Optionthis option. Such notice shall be accompanied by payment of the full purchase price of such Sharesshares, in which event the Corporation and Excel shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice and purchase price shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares shares as to which the Option this option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option; or this option (or, if the Option this option shall be exercised by the Employee, Optionee and if the Employee Optionee shall so request in the notice exercising the Optionthis option and Excel shall, such Option in its sole discretion, agree, shall be registered in the name of the Employee Optionee and another personperson jointly, as joint tenants with right of survivorship), and shall be delivered as provided above to or upon the written order of the person or persons exercising this option. In the event this option shall be exercised pursuant to Section 4 hereof by any person or persons other than the EmployeeOptionee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Optionthis option. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and non-assessablenon- assessable and shall be subject to the stock transfer restrictions set forth herein. Upon All such shares and any shares of capital stock of Excel thereafter acquired by Optionee as a result of any subdivision, combination or reclassification of outstanding shares into a greater or smaller number of shares, or as a result of any recapitalization, reorganization, stock split, stock dividend or any similar event, are referred to herein as the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements"Shares."

Appears in 1 contract

Samples: Excel Inc

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Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at Company, care of its offices located at 226 Xxxxxx XxxxxxChief Financial Officer, Suite 101Xxx Xxxxxxx Xxxxx, Fort WorthXxxxx, Texas 76107Xxxxxxxx 00000. 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. Such notice shall either: (a) be accompanied by payment of the full purchase price of such Sharesshares, in which event the Corporation Company shall deliver a certificate or certificates representing such Shares 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 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 in (i) cash, or (ii) cashier's certified or personal by check payable to the order of the CorporationCompany or, (iii) in whole if applicable pursuant to Paragraph 2 hereof, the transfer of the appropriate shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Optionstock. The certificate or certificates for the Shares shares as 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 Option (or, if the Option shall be exercised by the Employee, Employee and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another personperson jointly, as joint tenants with right of survivorship, 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 Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all As a condition of the Options issuance of shares hereunder, the Corporation shall promptly execute and deliver 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 new Option Agreement in the form hereof covering the balance result of unexercised Optionsexercise. The Company shall pay all expenses incurred Employee may remit such amount by it in connection with an appropriate reduction of the preparationnumber of shares to be delivered to the Employee upon exercise, issuance and delivery or by the Employee delivering sufficient shares of common stock of the Employer valued at its fair market value (if such new Option Agreementscommon stock has been owned by the Employee for at least six months).

Appears in 1 contract

Samples: Stock Option Agreement (Valmont Industries Inc)

Method of Exercising Option. Subject to the terms and conditions of this Nonqualified Common Stock Option Agreement, the this Option may be exercised by written notice delivered in person or by first class mail to the Corporation Company, at its offices principal office in the State of California, which presently is located at 226 Xxxxxx 00000 Xxxxx Xxxxxx, Suite 101Xxxxxx, Fort Worth, Texas 76107Xxxxxxxxxx 00000. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by (i) payment in cash, certified check, bank draft or certificates for shares of the Common Stock of the Company equal to, in the aggregate, the full purchase price of such Sharesshares, and (ii) payment in which event cash, certified check or bank draft of any payroll withholding taxes resulting from the Corporation exercise, as determined by the Company. The Company shall deliver a certificate or certificates representing the shares subject to such Shares exercise as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants 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 the EmployeeOptionee in accordance with the terms hereof, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessablenonassessable. Upon The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of less than all of this Option are being or are to be acquired by Optionee for investment and not with a view to the Options hereunderdistribution thereof. In addition, the Corporation person exercising the Option shall promptly execute and deliver a new Option Agreement to the Company with the notice provided for above an investment letter in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.attached hereto as Exhibit A.

Appears in 1 contract

Samples: Nonqualified Common Stock Option Agreement (Interplay Entertainment Corp)

Method of Exercising Option. Subject to the terms and conditions of this AgreementAgreement and the Plan, the Option may be exercised by giving written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107Corporation. Such notice shall state the election to exercise the Option and the number of Shares in shares with respect of to which it is being exercised, exercised and shall be signed by the person or persons so exercising who shall exercise the Option. (In the event that the Option shall be exercised pursuant to paragraph 7 of this Agreement by any person other than the Participant, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option). Such notice shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be receivedshares. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable Subject to the order of approval by the Corporation, (iii) the purchase price may be paid in whole or in part in cash or by surrendering shares of Common Stock or by surrendering the Option to the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, . If shares or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred options are used to the Corporation (pay all or withheld upon exercise) as payment part of the purchase price under this option shall be valued at price, the Fair Market Value on cash and any shares or options surrendered must have a fair market value (determined as of the day preceding the date of exercise exercise) that is not less than the purchase price for the number of shares for which the OptionOption is being exercised. The certificate or certificates for the Shares shares as 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 who shall exercise the Option shall be exercised by the Employee, and if the Employee shall so request in the notice exercising the Option, a certificate evidencing such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shares shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice who shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the OptionOption on his or her written order. All Shares shares that shall be purchased upon in the exercise of the Option as provided herein shall be fully paid and non-assessablenonassessable. Upon As a condition to the issuance of the shares as to which the Option shall be exercised, the Participant authorizes the Corporation to withhold from any regular cash compensation payable to the Participant any taxes required to be withheld by the Corporation under federal, North Carolina, or other local law as a result of the exercise of less than all the Option; provided, however, if the Corporation so requests, the person who shall exercise the Option shall in the alternative remit to the Corporation at the time of any exercise of the Options hereunder, Option any taxes required to be withheld by the Corporation shall promptly execute and deliver under federal, North Carolina, or other local law as a new Option Agreement in result of the form hereof covering exercise of the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsOption.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Capital Bank Corp)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation Company at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107main office. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment of the full purchase price of such Sharesshares, in which event and the Corporation Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, Optionee and shall be delivered as provided above to or upon the written order of the person or persons other than exercising the EmployeeOption. In the event the Option shall be exercised pursuant to Section 6 hereof, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessablenonassessable. Upon The shares to be issued upon the exercise of less than all options granted under the Plan have not been registered with the Securities and Exchange Commission, nor have they been registered or qualified under the laws of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Optionsany state. The Company notice exercising the Option shall pay all expenses incurred by it be in connection with a form satisfactory to the preparationCompany, issuance and delivery shall affirm that the purchaser is acquiring the shares for the purchaser's own account for investment and not for the purposes of such new Option Agreementsresale or distribution. The certificates for the shares shall be subject to any legend condition imposed under the laws of any THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE (THE "LAW"). SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SAID SHARES NOR ANY INTEREST THEREIN MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND QUALIFICATION UNDER THE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID SALE OR OFFER.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Venturi Technologies Inc)

Method of Exercising Option. (a) Subject to the terms and conditions of this AgreementOption Agreement and such administrative regulations as may be adopted by the Compensation Committee of the Board of Directors of the Company (the “Committee”), the Option may be exercised by written notice delivered in person or by first class mail to the Corporation Chief Financial Officer of the Company at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107the principal office of the Company. Such notice shall state the election to exercise the Option and the number of Option Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment of the full purchase exercise price of such Option Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice payment shall be received. Payment of such purchase price shall, in made either case, be made in (i) in cash, or (ii) cashier's certified check or personal check bank draft payable to the order of the Corporation, Company or (iii) in whole by delivery of shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment Common Stock of the purchase price under this option shall be valued at the Company with a Fair Market Value on equal to the day preceding exercise price, or by a combination of (i), (ii) and/or (iii) which together shall equal the date of exercise of the Optionprice. The certificate or certificates for the Option Shares as 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 EmployeeOptionee so elects, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, Optionee or one other person as joint tenants with right of survivorshiptenants, and shall be delivered as provided above soon as practicable after the notice shall have been received. In addition to the exercise of all or upon the written order a portion of the person or persons other than Option by the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation payment of the exercise amount as set forth above, and in lieu of any such payment, the Optionee has the right of such person or persons to exercise the OptionOption by surrendering the Option in exchange for the number of shares of Stock equal to the product of (x) the number of shares of Stock as to which the Option is being exercised multiplied by (y) a fraction, the numerator of which is the current market price of the Stock less the exercise price then in effect and the denominator is the current market price. All Shares that Current market price shall be purchased upon equal to the exercise closing price of a share of Stock reported on NASDAQ or other principal exchange on which the Stock is listed as of the Option as business day immediately prior to the day of exercise, provided herein that if at the time of determination the Stock is not listed, then the current market price shall be fully paid and non-assessable. Upon the exercise of less than all deemed to have a value as determined by a good faith determination of the Options hereunder, Board of Directors of the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsCompany.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Dais Analytic Corp)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107principal business address attention of the 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. 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 shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate cash or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cashby check, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole by shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificatesCommon Stock, or by a combination of these methods of payment. Payment may also be made by (ivincluding delivery by facsimile transmission) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the purchase price under this option shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be valued at the Fair Market Value of such stock on the day preceding the date of exercise of the Optionexercise. The certificate or certificates for the Shares shares as 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 , (or, if the Option shall be exercised by the Employee, Employee and if the Employee shall so request in the notice exercising the Option, such Option the certificate or certificates shall be registered in the name of the Employee and another personperson jointly, as joint tenants 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 EmployeeEmployee (to the extent permitted under this Incentive Stock Option Agreement), such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Psychemedics Corp)

Method of Exercising Option. The Optionee may exercise the Option at any time prior to the termination of the Option with respect to all or any part of the Vested Options. Subject to the terms and conditions of this Agreement, the Option may be exercised by timely delivery to the Company of a written notice delivered in person or by first class mail the form attached hereto as Exhibit A (the "Exercise Notice"), which Exercise Notice shall be effective, subject to the Corporation at its offices located at 226 Xxxxxx Xxxxxxrequirements of this Agreement and of the Plan, Suite 101, Fort Worth, Texas 76107on the date received by the Company. Such notice The Exercise Notice shall state the Optionee's election to exercise the Option and Option, the number of Shares Vested Options in respect of which it is an election to exercise has been made, the method of payment elected (see paragraph 5), the exact name or names in which the Shares then being exercised, purchased will be registered and shall the social security number of the Optionee. The Exercise Notice must be signed by the person or persons so exercising the Option. Such notice shall Optionee and must be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order aggregate Exercise Price of the CorporationShares then being purchased, (iii) determined in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exerciseaccordance with paragraph 2. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as to which If 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 must be exercised by the Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the a person or persons other than the EmployeeOptionee pursuant to paragraph 7, the Exercise Notice must be signed by such notice shall other person or persons and must be accompanied by appropriate proof satisfactory acceptable to the Corporation Company of the legal right of such person or persons to exercise the Option. If the Option is exercised by a person other than the Optionee, the Shares issued upon such exercise shall be subject to the limitations applicable to such Shares in the hands of the Optionee. All Shares that delivered by the Company upon exercise of the Vested Options as provided in this Agreement shall be purchased fully paid and nonassessable upon delivery. Unless the Shares issued upon the exercise of the Option as provided herein Vested Options are then the subject of a registration statement effective under the Securities Act (and, if required, there is available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act), the delivery of the Exercise Notice shall be fully paid and non-assessable. Upon deemed to be the exercise of less than all making by the person delivering such Exercise Notice of the Options hereunderrepresentations, the Corporation shall promptly execute acknowledgments and deliver a new Option Agreement agreements which would be contained in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it Investment Letter referred to in connection with the preparation, issuance and delivery of such new Option Agreementsparagraph 10.

Appears in 1 contract

Samples: 1998 Incentive Plan Incentive Stock Option Award Agreement (Englobal Corp)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option The Options may be exercised by the Grantee, or by the Grantee's administrators, executors or personal representatives, by a written notice delivered (in person substantially the form of the Notice of Exercise attached hereto as Exhibit A) signed by the Grantee, or by first class mail such administrators, executors or personal representatives, and delivered or mailed to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107Company as specified in this Agreement to the attention of the Chief Financial Officer or such other officer as the Company may designate. Such Any such notice shall state the election to exercise the Option and (a) specify the number of Shares in respect shares of common stock which it is being exercisedthe Grantee or the Grantee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required by the Company pursuant to this Agreement, and shall be signed by the person or persons so exercising the Option. Such notice shall (c) be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's a certified or personal cashier’s check payable to the order Company in payment of the Corporationtotal Exercise Price applicable to such shares as provided herein, (ii) shares of common stock owned by the Grantee and duly endorsed or accompanied by stock transfer powers having a fair market value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) in whole a certified or cashier’s check accompanied by the number of shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred where fair market value when added to the Corporation (or withheld upon exercise) as payment amount of the purchase price under this option shall be valued at check equal the Fair Market Value on total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the day preceding terms hereof, the date of exercise of Company agrees to issue to the Option. The certificate Grantee or the Grantee's administrators, executors or personal representatives, as the case may be, stock certificates for the Shares as to which the Option shall have been so exercised shall be number of shares specified in such notice registered in the name of the person or persons so exercising the Option; or if Options. In the Option shall be exercised by event that the Employee, and if Company agrees to allow the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name exercise of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the Options by any person or persons other than the EmployeeGrantee, such notice shall be accompanied by appropriate proof satisfactory acceptable to the Corporation Company 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 1 contract

Samples: Stock Award Agreement (First National Bancshares Inc /Sc/)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by contacting the stock broker designated by the Company from time to time and following such broker’s instructions. Alternatively, if Optionee wishes to use his or her personal stock broker, Optionee may provide written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx XxxxxxCompany, Suite 101Attention: Manager, Fort Worth, Texas 76107Stock 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. Such notice Option and shall be accompanied by payment in full of the full purchase price of Purchase Price for such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be receivedCommon shares. Payment of such purchase price shall, in either case, Purchase Price shall be made in (i) cash, United States dollars by certified check or (ii) bank cashier's certified or personal ’s check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired Company or by Employee and evidenced by negotiable certificates, or (iv) wire transfer to such account as may be specified by the Corporation withholding Shares that otherwise would Company for this purpose. Subject to such procedures and rules as may be acquired upon adopted from time to time by the Committee, the Optionee may also pay such exercise. Any Shares transferred Purchase Price by (i) tendering to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Company Common Shares with an aggregate Fair Market Value on the day preceding 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 Optionmethods of payment described in clauses (i) and (ii) and in the preceding sentence. The certificate or certificates for the Common Shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Common Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon the exercise of less than The Company’s Xxxxxxx Xxxxxxx Policy 100.110 requires that all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection Insiders must pre-clear with the preparation, issuance and delivery of such new Option AgreementsLaw Department all proposed transactions in Qwest Securities prior to transaction.

Appears in 1 contract

Samples: Restricted Stock Agreement (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 delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107principal business address attention of the 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. 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 shall be accompanied by payment in cash, by check, by shares of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order Common Stock of the Corporation, (iii) or, if so approved by the Committee, by a promissory note in whole a form specified by the Committee, or by a combination of these methods. In the event that payment is made in shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificatesCommon Stock, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment per share value of the purchase price under this option Common stock shall be valued at the Fair Market Value last trading price of the Common Stock on the trading day next preceding the date of exercise of the Option. Payment may also be made, in the discretion of the Committee, by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price, or by any other means which the Committee, in its discretion, determines to be consistent with the Plan's purpose and applicable law. Any Optionee holding two or more options that are partially or wholly exercisable at the same time may exercise said options (to the extent they are then exercisable) in any order the Optionee chooses, regardless of the order in which said options were granted. The certificate or certificates for the Shares shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants 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, pursuant to paragraph 5 hereof, by any person or persons other than the EmployeeOptionee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon At the time of the exercise of the Option the Corporation may require, as provided herein shall be fully paid and non-assessable. Upon a condition of the exercise of less than all such Option, the Optionee to pay the Corporation an amount equal to the amount of tax the Corporation may be required to withhold to obtain a deduction for federal income tax purposes as a result of the Options hereunder, exercise of the Corporation shall promptly execute and deliver a new Option Agreement in by the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsOptionee.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Ufp Technologies 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 delivered in person or by first class mail to the Corporation Company, at its offices principal office, which is located at 226 000X Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 7610700000. 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. Such notice ; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to in Paragraph 6; and shall be accompanied by payment of the full purchase Option price of such Sharesshares. The Option price shall be paid to the Company in: (i) cash; (ii) cash equivalent; (iii) Common Stock of the Company, in which event accordance with Section 8(d)(2)(B)(i) of the Corporation 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 8(d)(2)(B)(iv) of the Plan (as in effect on the date of this Stock Option Grant and Agreement). Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as with respect to which the Option shall have been is so exercised exercised. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option; or Option (or, if the Option shall be is exercised by the Employee, Employee and if the Employee shall so request requests in the notice exercising the Option, such Option shall be registered in the name of the Employee and another personthe Employee's spouse, as joint tenants jointly, with right of survivorship, ) and shall be delivered as provided above to or upon the written order of the person or persons other than exercising the Option. In the event the Option is exercised by any person or persons after the legal disability or death of the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon not assessable by the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option AgreementsCompany.

Appears in 1 contract

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

Method of Exercising Option. Subject to the terms and conditions of this Nonqualified Common Stock Option Agreement, the this Option may be exercised by written notice delivered in person or by first class mail to the Corporation Company, at its offices principal office in the State of California, which presently is located at 226 Xxxxxx Xxxxxx0000 X. Xxxxx, Suite 101100, Fort WorthSanta Ana, Texas 76107California 92704. Such notice shall state the election to exercise the Option and the number of Shares shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by (i) payment in cash, certified check, bank draft or certificates for shares of the Common Stock of the Company equal to, in the aggregate, the full purchase price of such Sharesshares, and (ii) payment in which event cash, certified check or bank draft of any payroll withholding taxes resulting from the Corporation exercise, as determined by the Company. The Company shall deliver a certificate or certificates representing the shares subject to such Shares exercise as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares shares as 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 Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants 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 the EmployeeOptionee in accordance with the terms hereof, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessablenonassessable. Upon The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of less than all of this Option are being or are to be acquired by Optionee for investment and not with a view to the Options hereunderdistribution thereof. In addition, the Corporation person exercising the Option shall promptly execute and deliver a new Option Agreement to the Company with the notice provided for above an investment letter in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.attached hereto as Exhibit A.

Appears in 1 contract

Samples: Nonqualified Common Stock Option Agreement (Interplay Entertainment Corp)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107principal business address attention of the 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. 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 shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate cash or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cashby check, or (ii) cashier's certified or personal check payable to the order of if so approved by the Corporation, (iii) in whole by shares of the Corporation's common stock previously acquired Common Stock or by Employee and evidenced a combination of these methods of payment. Payment may also be made by negotiable certificates, or delivery (ivincluding delivery by facsimile transmission) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the purchase price under this option shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be valued at the Fair Market Value fair market value of such stock on the day preceding the date of exercise of the Optionexercise. The certificate or certificates for the Shares shares as 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 , (or, if the Option shall be exercised by the Employee, Employee and if the Employee shall so request in the notice exercising the Option, such Option the certificate or certificates shall be registered in the name of the Employee and another personperson jointly, as joint tenants 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 EmployeeEmployee (to the extent permitted under this Incentive Stock Option Agreement), such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Ufp Technologies Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail (the “Notice”) to the Corporation at its offices located at 226 Company, 00000 Xxxxxx XxxxxxXxxx, Suite 101Xxxxxxxxx Xxxxx, Fort WorthXxxxxxxxxx 00000, Texas 76107Attention: Chief Financial Officer. Such notice Notice 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. Such notice Notice shall be accompanied by payment of the full purchase price Purchase Price of such Sharesshares, in which event and the Corporation Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be Notice is received. Payment of such purchase price shall, in either case, shall be made in (i) cash, or (ii) cashier's by certified or personal cashier’s check payable to the order of the Corporation, (iii) in whole Company or by transfer to the Company of shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under Common Stock valued for this option shall be valued purpose at the their Fair Market Value on the day preceding at the date of exercise of the Optionexercise, or any combination thereof. The certificate or certificates for the Shares shares as 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 Option (or, if the Option shall be exercised by the Employee, Employee and if the Employee shall so request in the notice Notice exercising the Option, such Option shall be registered in the name of the Employee and another personperson jointly, as joint tenants with right of survivorship, ) and shall be delivered as provided above to to, or upon the written order of of, the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Employee, such notice Notice shall be accompanied by appropriate proof satisfactory to counsel to the Corporation Company 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 1 contract

Samples: Option Plan Agreement (Cheesecake Factory Incorporated)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the The Option may be exercised by the Optionee (or his or her permitted transferee as set forth in Paragraph 10 hereof) by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107Company. Such notice The Option exercise shall state the election to exercise the Option and specify the number of Shares in respect of as to which it the Option is being exercised, and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase the exercise price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order for all of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares as to which the Option is being exercised may be made: (a) by wire transfer, check or money order payable to the order of the Company, (b) by withholding Shares deliverable upon exercise of the Option with a fair market value equal to the exercise price for all of the Shares as to which the Option is being exercised, (c) if permitted under the Company’s policies then in effect (including, but not limited to, the Company’s Securities Trading Policy), by authorizing the Company to arrange a sale on behalf of the Optionee of some or all of the Shares to be acquired upon the exercise of the Option and the remittance to the Company of a sufficient portion of the sale proceeds to pay the exercise price for all of the Shares as to which the Option is being exercised, any withholding or employment taxes and all applicable fees, including brokerage fees, resulting from such exercise and sale, (d) by delivering (either by delivering physical certificates duly endorsed in blank for transfer to the Company or by submitting certificates by attestation) Shares having a fair market value equal to the exercise price for all of the Shares as to which the Option is being exercised, or (e) by a combination of (i) cash and (ii) Shares as described in clauses (b) or (d) above; provided, however, (A) that with respect to the method of payment set forth in clause (b) above, the withholding of Shares deliverable upon exercise of the Option shall not be permitted with respect to the exercise of any Option intended to qualify as an ISO, and (B) that with respect to the method of payment set forth in clauses (b) and (d) above, “fair market value” shall mean the closing price of the Stock on the NYSE Amex Exchange (or such other exchange on which the Stock is listed) on the trading date (which, for purposes of this Section 3, means a day on which the NYSE Amex Exchange (or such other exchange on which the Stock is listed) is open for trading) immediately preceding the date the Option is exercised. Promptly following the Option exercise, the Company will instruct the Company’s transfer agent and stock registrar to deliver for the account of the Optionee (or his or her permitted transferee) the number of Shares with respect to which the Option was exercised, less the number of Shares sold or withheld for purposes of payment pursuant to clauses (b), (c) or (e) above and less the number of Shares delivered to the Company by attestation pursuant to clause (d) or (e) above. The Optionee shall not have any of the rights of a stockholder with respect to the Shares issuable upon exercise of the Option until the Shares shall have been so exercised shall be registered in issued. In the name of the person or persons so exercising the Option; or if event the Option shall be exercised (if permitted hereunder) by the Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the a person or persons other than the EmployeeOptionee, such notice permitted transferee shall be accompanied by provide appropriate proof satisfactory to the Corporation of the his or her right of such person or persons to exercise the OptionOption to the Company in accordance with its policies and procedures. All Shares that shall be purchased issued upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 1 contract

Samples: Employee Stock Option Agreement (Advanced Photonix Inc)

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its offices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107principal business address attention of the 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. 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 shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate cash or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cashby check, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole by shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificatesCommon Stock, or by a combination of these methods of payment. Payment may also be made by delivery (ivincluding delivery by facsimile transmission) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the purchase price under this option shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be valued at the Fair Market Value of such stock on the day preceding the date of exercise of the Optionexercise. The certificate or certificates for the Shares shares as 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 , (or, if the Option shall be exercised by the Employee, Employee and if the Employee shall so request in the notice exercising the Option, such Option the certificate or certificates shall be registered in the name of the Employee and another personperson jointly, as joint tenants 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 EmployeeEmployee (to the extent permitted under this Incentive Stock Option Agreement), such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Psychemedics Corp)

Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at Company, care of its offices located at 226 Xxxxxx Chief Financial Officer, 1000 Xxxx Xxxxxxxx Xxxxxx, Suite 101Xxxxx 000, Fort WorthXxxxxxx, Texas 76107Xxxxxxxx 00000. 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. Such notice shall either: (a) be accompanied by payment of the full purchase price of such Sharesshares, in which event the Corporation Company shall deliver a certificate or certificates representing such Shares 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 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 in (i) cash, or (ii) cashier's certified or personal by check payable to the order of the CorporationCompany or, (iii) in whole if applicable pursuant to Paragraph 2 hereof with the consent of the Compensation Committee, the transfer of the appropriate shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment reduction of the purchase price under this option shall appropriate number of shares to be valued at the Fair Market Value on the day preceding the date of delivered upon exercise of the Option. The certificate or certificates for the Shares shares as 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 Option (or, if the Option shall be exercised by the Employee, Holder and if the Employee Holder shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee Holder and another personperson jointly, as joint tenants with right of survivorship, 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 Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation 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 non-assessable. Upon the exercise of less than all As a condition of the Options issuance of shares hereunder, the Corporation shall promptly execute and deliver 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 new Option Agreement in result of exercise. With the form hereof covering approval of the balance Committee, the Holder may remit such amount by an appropriate reduction of unexercised Optionsthe number of shares to be delivered to the Holder upon exercise, or by the Holder delivering sufficient shares of common stock of the Employer valued at its fair market value (if such common stock has been owned by the Holder for at least six months). The Company shall pay all expenses incurred by it Common Shares issued upon exercise of the Option may not be transferred except in connection accordance with applicable federal or state securities laws. Any certificate representing such shares will bear a legend to the preparationfollowing effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, issuance and delivery of such new Option AgreementsAS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. AS A CONDITION TO THE TRANSFER OF THE SHARES, THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS OR THAT SUCH TRANSFER HAS BEEN REGISTERED UNDER FEDERAL AND ALL APPLICABLE STATE SECURITIES LAWS.

Appears in 1 contract

Samples: Stock Option Agreement (Supertel Hospitality Inc)

Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option this option may be exercised by written notice delivered in person or by first class mail to the Corporation Company, at its offices located the principal executive office of the Company, or at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107such transfer agent as the Company shall designate. Such notice shall state the election to exercise the Option this option and the number of Shares shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising this option. Upon any exercise of vested options, the OptionEmployee shall be entitled to designate whether and to what extent he is exercising vested ISOs or Non-Qualified Options, in each case up to the maximum number of vested options of each type, and in the absence of any designation, the Employee shall be deemed to have exercised ISOs to the maximum extent possible, and any excess shall be deemed to be an exercise of Non-Qualified Options. Such notice shall be accompanied by payment of the full purchase price of such Sharesshares, in which event and the Corporation Company shall deliver a certificate or certificates representing such Shares shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the purchase price under this option shall be valued at the Fair Market Value on the day preceding the date of exercise of the Option. The certificate or certificates for the Shares shares as to which the Option this option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option; or this option (or, if the Option option shall be exercised by the Employee, Employee and if the Employee shall so request in the notice exercising the Optionthis option, such Option shall be registered in the name of the Employee and another personperson jointly, as joint tenants with the right of survivorship, ) and shall be delivered as provided above to or upon the written order of the person or persons exercising this option. In the event this option shall be exercised, pursuant to Article 5 hereof, by any person or persons other than the Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Optionthis option. All Shares shares that shall be purchased upon the exercise of the Option this option as provided herein shall be fully paid and non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreementsnonassessable.

Appears in 1 contract

Samples: Qualified Stock Option Agreement (Shiva Corp)

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