Payments in Lieu of Exercise of Option Sample Clauses

Payments in Lieu of Exercise of Option. If at the time the -------------------------------------- Option or any portion thereof is exercised neither Xxxxxxx nor his Permitted Transferees are stockholders of CEC, CEC shall have the right, but not the obligation, to pay Xxxxxxx or his Permitted Transferees the cash or cash equivalent consideration attributable to the CEC Common that Xxxxxxx would have otherwise been entitled to purchase pursuant to Section 2.3 above. To the ----------- extent that Xxxxxxx or his Permitted Transferees are to receive cash or cash equivalent consideration pursuant to this Section 2.4 in lieu of the issuance of ----------- shares of CEC Common, CEC shall transfer to Xxxxxxx an aggregate amount of cash or cash equivalent consideration equal to the value of the CEC Common that Xxxxxxx would have been entitled to purchase pursuant to such exercised Options. The per share value of the CEC Common referred to in the preceding sentence shall be equal (a) to (i) the sum of the cash or cash equivalent consideration received by HECC and its affiliates in any transaction or redemption resulting in the achievement of an Earn-Up Target attributable to the CEC Common sold by such parties, divided by (ii) the aggregate number of shares of CEC Common to be sold by such parties or redeemed by CEC in such transaction multiplied by the Dilution Factor; or (b) if no shares of CEC Common were sold or redeemed in connection with the achievement of such Earn-Up Target, the Fair Market Value of such shares, as determined in accordance with the Stockholders' Agreement.
Sample 1
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Payments in Lieu of Exercise of Option. If at the time the -------------------------------------- Option or any portion thereof is exercised neither Xxxxxx nor his Permitted Transferees are stockholders of CEC, CEC shall have the right, but not the obligation, to pay Xxxxxx or his Permitted Transferees the cash or cash equivalent consideration attributable to the CEC Common that Xxxxxx would have otherwise been entitled to purchase pursuant to Section 2.2 above. To ----------- the extent that Xxxxxx or his Permitted Transferees are to receive cash or cash equivalent consideration pursuant to this Section 2.3 in lieu of the ----------- issuance of shares of CEC Common, CEC shall transfer to Xxxxxx an aggregate amount of cash or cash equivalent consideration equal to the value of the CEC Common that Xxxxxx would have been entitled to purchase pursuant to such exercised Options less the Exercise Price with respect to such CEC Common. The per share value of the CEC Common referred to in the preceding sentence shall be equal to the Fair Market Value of such shares, as determined in accordance with the Stockholders' Agreement.
Sample 1

Related to Payments in Lieu of Exercise of Option

  • Time of Exercise of Option This Option shall be first exercisable as to 25% of the Shares on each of the first four anniversary dates of this Agreement. To the extent the Option is not exercised by the Optionee when it becomes exercisable, it shall not expire, but shall be carried forward and shall be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter defined.

  • Method of Exercise of Option (a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "NOTICE") and provision for payment to the Corporation in accordance with the procedure prescribed herein. Each such Notice shall:

  • Manner of Exercise of Option (a) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares as to which the Option is being exercised and accompanied by payment in full for such Shares. No partial exercise may be made for less than one hundred (100) full Shares of Common Stock. Payment shall be made in accordance with the terms of the Plan. Upon such exercise, delivery of a certificate for paid-up, non- assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not less than thirty (30) and not more than ninety (90) days from the date of receipt of the notice by the Company.

  • Method of Exercise of Options Optionee shall notify the Company by written notice sent by certified mail, return receipt requested, addressed to the Company's principal office, or by hand delivery to such office, as to the number of Shares which Optionee desires to purchase under the options, which written notice shall be accompanied by Optionee's check payable to the order of the Company for the full option price of such Shares. As soon as practicable after the receipt of such written notice, the Company shall, at its principal office, tender to Optionee a certificate or certificates issued in Optionee's name evidencing the Shares purchased by Optionee hereunder.

  • Exercise of Option The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in accordance with Section 10.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of EG&S or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

  • Notice of Exercise of Option This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee'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 pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee 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) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

  • Exercise of Options (a) The Option shall be exercised in accordance with the provisions of the Plan. As soon as practicable after the receipt of notice of exercise and payment of the Exercise Price as provided for in the Plan, the Company shall tender to the Optionee a certificate issued in the Optionee’s name evidencing the number of Option Shares covered thereby.

  • Method of Exercise Payment Issuance of New Warrant;

  • Term and Exercise of Option (a) The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein.

  • Method of Exercise of Warrants The right to purchase shares conferred by the Warrants may be exercised by the Holder surrendering the Warrant Certificate representing same, with a duly completed and executed subscription in the form attached hereto and a bank draft or certified cheque payable to the Company for the purchase price applicable at the time of surrender in respect of the shares subscribed for in lawful money of the United States of America, to the Company at the address set forth in, or from time to time specified by the Company pursuant to, Section 3.2.

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