Common use of Procedure for Exercise; Rights as a Stockholder Clause in Contracts

Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Board and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. An Option shall be deemed exercised when the Company receives (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Board and permitted by the Option Agreement. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 6 of this Schedule A. Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercised.

Appears in 5 contracts

Samples: Option Agreement (Targacept Inc), Option Agreement (Targacept Inc), Option Agreement (Targacept Inc)

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Procedure for Exercise; Rights as a Stockholder. Any Except as otherwise authorized by the Committee, any Option granted hereunder shall be exercisable according to the terms hereof of the Plan and at such times and under such conditions as determined by the Board Committee and set forth in the Option Award Agreement. An If the Committee provides that any Option is exercisable only in installments, the Committee may not be exercised for a fraction at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. The Committee may at any time, in whole or in part, accelerate the exercisability of a Shareany Option. An Option shall be deemed exercised when the Company receives receives: (i) written or electronic notice of exercise (in accordance with the Option Award Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Board Committee in accordance with Section 8(c) of the Plan and permitted by the Option AgreementAward Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouseRecipient. Until the stock certificate evidencing such Shares are is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the such Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are stock certificate is issued, except as provided in Section 6 14 of this Schedule A. Exercise of the Plan. Exercising an Option in any manner shall result in a decrease in the number of Shares thereafter available available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

Appears in 4 contracts

Samples: Award Agreement (Covanta Holding Corp), Covanta Holding Corp, Covanta Energy Corp

Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall will be exercisable according to the terms hereof of the Plan and at such times and under such conditions as determined by the Board Administrator and set forth in the Option Award Agreement. An Option may not be exercised for a fraction of a Share. An Option shall will be deemed exercised when the Company receives receives: (i) written or electronic a notice of exercise (in accordance with such form as the Option AgreementAdministrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercisedexercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Board Administrator and permitted by the Option AgreementAward Agreement and the Plan. Shares issued upon exercise of an Option shall will be issued in the name of the Optionee Participant or, if requested by the OptioneeParticipant, in the name of the Optionee Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall will exist with respect to the SharesShares subject to an Option, notwithstanding the exercise of the Option. The Company shall will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 6 15 of this Schedule A. Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercisedPlan.

Appears in 1 contract

Samples: Business Combination Agreement (Longview Acquisition Corp. II)

Procedure for Exercise; Rights as a Stockholder. Any Option granted ----------------------------------------------- hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Board Administrator, including performance criteria with respect to the Company and/or the Optionee, and set forth as shall be permissible under the terms of the Plan. Except in the Option Agreementcase of Options granted to Officers, Directors and Consultants, Options shall become exercisable at a rate of no less than 20% per year over five (5) years from the date the Options are granted. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company receives (i) written or electronic notice of exercise (in accordance with the terms of the Option Agreement) from by the person entitled to exercise the Option, Option and (ii) full payment for the Shares with respect to which the Option is exercisedexercised has been received by the Company. Full payment may may, as authorized by the Administrator, consist of any consideration and method of payment authorized by the Board and permitted by the Option Agreement. Shares issued upon exercise of an Option shall be issued in the name allowable under Section 8(b) of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spousePlan. Until the Shares are issued issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company)) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the SharesOptioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares stock certificate promptly after upon exercise of the Option is exercisedOption. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are stock certificate is issued, except as provided in Section 6 11 of this Schedule A. the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter available may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

Appears in 1 contract

Samples: Stock Option Agreement (Seagate Software Information Management Group Holdings Inc)

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Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall will be exercisable according to the terms hereof of the Plan and at such times and under such conditions as determined by the Board Administrator and set forth in the Option Award Agreement. An Option may not be exercised for a fraction of a Share. An Option shall will be deemed exercised when the Company receives receives: (ia) written or electronic a notice of exercise (in accordance with such form as the Option AgreementAdministrator may specify from time to time) from the person entitled to exercise the Option, and (iib) full payment for the Shares with respect to which the Option is exercisedexercised (together with full payment of any applicable taxes or other amounts required to be withheld or deducted with respect to the Option). Full payment may consist of any consideration and method of payment authorized by the Board Administrator and permitted by the Option AgreementAward Agreement and the Plan. Shares issued upon exercise of an Option shall will be issued in the name of the Optionee Participant or, if requested by the OptioneeParticipant, in the name of the Optionee Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall will exist with respect to the SharesShares subject to an Option, notwithstanding the exercise of the Option. The Company shall will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 6 15 of this Schedule A. Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercisedPlan.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Flexible Solutions International Inc)

Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall will be exercisable according to the terms hereof of the Plan and at such times and under such conditions as determined by the Board Administrator and set forth in the Option Award Agreement. An Option may not be exercised for a fraction of a Share. An Option shall will be deemed exercised when the Company receives receives: (i) written or electronic a notice of exercise (in accordance with such form as the Option AgreementAdministrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercisedexercised (together with fully payment of any applicable taxes or other amounts required to be withheld or deducted with respect to the Option). Full payment may consist of any consideration and method of payment authorized by the Board Administrator and permitted by the Option AgreementAward Agreement and the Plan. Shares issued upon exercise of an Option shall will be issued in the name of the Optionee Participant or, if requested by the OptioneeParticipant, in the name of the Optionee Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall will exist with respect to the SharesShares subject to an Option, notwithstanding the exercise of the Option. The Company shall will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 6 of this Schedule A. Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercised14.

Appears in 1 contract

Samples: Investment Agreement (Easterly Acquisition Corp.)

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