Common use of Vesting Exercise Clause in Contracts

Vesting Exercise. (a) The Option is fully vested as of the Closing Date. (b) The Option may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by the Committee which shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights; (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; and (iv) pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (x) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (y) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Option is fully vested as of the Closing Date. (b) The Option may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by the Committee which shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights; (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; and (iv) pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (x) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (y) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee. (d) The Participant will be entitled to receive a loan from the Company or one of its subsidiaries in connection with the exercise of the Option to the extent provided, and subject to the terms and conditions, in Section 3.5(b) of the Employment Agreement between the Participant and the Company, dated November 15, 2012.

Vesting Exercise. (a) The [Subject to Section 3(b), the Option is fully vested as shall vest and become exercisable over a four-year period commencing on the Vesting Commencement Date, with 25% of the Closing Option vesting on the one-year anniversary of the Vesting Commencement Date, and the remainder of the Option vesting in 36 equal installments beginning on the date that is the one-month anniversary of such one-year anniversary date, and each one-month anniversary date thereafter; provided, however, that the Participant has not experienced a Termination prior to each applicable vesting date.] (b) The To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A.I. (ii) execute and deliver such other documentation as required by the Committee (including, without limitation, the Stockholder Agreements) which shall may set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall may from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;, and (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; andCommittee (including, without limitation, making arrangements with the Company to have such Exercise Price withheld from other compensation). (ivd) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (xi) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (yii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Subject to Section 3(b), the Option is fully vested as shall vest and become exercisable over a [four-year period commencing on the Vesting Commencement Date, with 25% of the Closing Option vesting on the one-year anniversary of the Vesting Commencement Date, and the remainder of the Option vesting in 36 equal installments beginning on the date that is the one-month anniversary of such one-year anniversary date, and each one-month anniversary date thereafter; provided, however, that the Participant has not experienced a Termination prior to each applicable vesting date.] (b) The To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A.I. (ii) execute and deliver such other documentation as required by the Committee (including, without limitation, the Stockholder Agreements) which shall may set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall may from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;, and (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; andCommittee (including, without limitation, making arrangements with the Company to have such Exercise Price withheld from other compensation). (ivd) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (xi) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (yii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Option is fully vested as shall vest and become exercisable: (i) with respect to 25% of the Closing shares of Common Stock underlying the Option, on the date of the first anniversary of the Grant Date; and (ii) with respect to the remaining shares of Common Stock underlying the Option, in equal monthly installments thereafter, such that 100% of the Option will have become vested on the date of the fourth anniversary of the Grant Date; provided, with respect to each vesting date, that the Participant has not experienced a Termination prior to such date. There shall be no proportionate or partial vesting in the periods prior to each vesting date. (b) The Subject to Section 3(e), to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding ; provided, however, unless otherwise permitted by the foregoingCommittee, the Participant Option may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not only be so registered or exempt and otherwise in compliance with such laws and regulationsexercised within a Quarterly Exercise Period. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by this Agreement or otherwise by the Committee which shall set Committee, setting forth the terms of the exercise, certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any rights of first refusal, drag along rights, tag along rights, transfer restrictions and registration rights;; and (iiiii) remit the aggregate Exercise Price to the Company in full, payable in the manner determined by the Company from time to time in its sole discretion: (A) in cash or by check, bank draft or money order payable to the order of the Company; (B) by a “net exercise” under which the Company reduces the number of shares of Common Stock issued upon exercise by the number of shares of Common Stock with an aggregate Fair Market Value that equals the aggregate Exercise Price of all shares of Common Stock being exercised under the Option; or (BC) on such other terms and conditions as may be acceptable to the Committee; and. (ivd) pay If at any time counsel to the Company shall be of the opinion that any sale or provide for all applicable withholding taxes in respect delivery of shares of Common Stock pursuant to the exercise of the Option, Option is or may in the circumstances constitute a violation by (x) remitting the aggregate amount of such taxes to Participant or the Company of any provisions of any law or of any regulations of any governmental authority or result in fullthe imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise with respect to shares of Common Stock, and the right to exercise the Option shall be suspended until, in cash the opinion of said counsel, such sale or by check, bank draft delivery will not result in the violation of any provisions of any law or money order payable to the order of any regulation of any governmental authority or imposition of excise taxes on the Company, or (y) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Subject to Section 3(b), [the Option is fully vested as shall vest and become exercisable over a four-year period commencing on the Vesting Commencement Date, with 25% of the Closing Option vesting on the one-year anniversary of the Vesting Commencement Date, and the remainder of the Option vesting in 36 equal installments beginning on the date that is the one-month anniversary of such one-year anniversary date, and each one-month anniversary date thereafter; provided, however, that the Participant has not experienced a Termination prior to each applicable vesting date.] (b) The To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with Section 4 and the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A.I. (ii) execute and deliver such other documentation as required by the Committee (including, without limitation, the Stockholder Agreements) which shall may set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall may from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;, and (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; andCommittee (including, without limitation, making arrangements with the Company to have such Exercise Price withheld from other compensation). (ivd) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (xi) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (yii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The [Subject to Section 3(b), the Option is fully vested as shall vest and become exercisable over a four-year period commencing on the Vesting Commencement Date, with 25% of the Closing Option vesting on the one-year anniversary of the Vesting Commencement Date, and the remainder of the Option vesting in 36 equal installments beginning on the date that is the one-month anniversary of such one-year anniversary date, and each one-month anniversary date thereafter; provided, however, that the Participant has not experienced a Termination prior to each applicable vesting date.] (b) The To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with Section 4 and the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A.I. (ii) execute and deliver such other documentation as required by the Committee (including, without limitation, the Stockholder Agreements) which shall may set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall may from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;, and (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; andCommittee (including, without limitation, making arrangements with the Company to have such Exercise Price withheld from other compensation). (ivd) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (xi) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (yii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Except as otherwise provided in Paragraph 4 hereof, the Option is fully vested as shall become exercisable with respect to the number of Option Shares specified in accordance with the Vesting Dates set forth above, except that no single exercise of Options may be for less than 100 Option Shares, unless at the time of the Closing Dateexercise, the maximum number of Option Shares available for purchase under the Options is less than 100 Option Shares, in which event the Options must be exercised, if at all, for all of the remaining Options. In no event are the Options to be exercised for a fractional Option Share. Once exercisable, the Option shall continue to be exercisable at any time or times prior to the Expiration Date or the time set forth in Paragraph 4 above, subject to the provisions hereof and of the Plan. (b) The Notwithstanding any other provision hereof, no Option may be exercised by after the ParticipantExpiration Date and no Option may be exercised at a time when such exercise and/or the issuance of Shares pursuant to such exercise would be in breach of Applicable Law or, in whole or in part, at any time or from time to time prior to the expiration opinion of the Option Committee, would or may result in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered Eligible Person and/or any other parties being obligated under the Securities Act, or, if such offering is not then so registeredIrish Takeover Rules to make a general offer to all shareholders of the Company. Where the exercise of an Option would or might result in the Eligible Person and/or any other parties being obligated under the Irish Takeover Rules to make a general offer to all shareholders of the Company, the Company has determined may agree with the Participant that, as long as the Participant's aggregate shareholdings in the Company, in addition to that such offering of any party with whom the Participant is exempt from the registration requirements acting in concert, are equal to or greater than 30%, his Option may be exercised provided that his Option Shares shall have no voting rights at a meeting of the Securities Act and (ii) complies with all other applicable laws and regulations governing shareholders of the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulationsCompany. (c) To exercise the Option, unless otherwise directed or permitted by the CommitteeOptions, the Participant must: shall give written notice to the Company or its designee stating the number of Option Shares for which the Options are being exercised and the intended manner of payment. The date of this notice shall be the exercise date. The notice must be accompanied by payment in full of the aggregate Exercise Price, either by cash, check, cash equivalent or wire transfer or such other medium of payment as the Committee may permit. If the Committee so permits, payment in full or part may also be made (i) execute and deliver by surrendering (actually or by attestation) Shares that the Participant already owns; (ii) by a cashless exercise through a broker; (iii) by means of a "net exercise" procedure with respect to Shares to be acquired upon exercise of the Company Options or (iv) by such other medium of payment as the Committee in its discretion may authorize each such share (with the Shares to be valued at the Fair Market Value of a properly completed Notice Share on the date of Exercise exercise). If the payment is in the form attached hereto as Exhibit A.of Shares the Participant already owns, then the certificate or certificates representing those Shares must be duly executed in blank by the Participant or must be accompanied by a stock power duly executed in blank suitable for purposes of transferring those Shares to the Company. Fractional Shares will not be accepted in payment of the exercise price of the Options. The Company shall not issue the Option Shares until full payment for them has been made. (iid) execute and deliver such other documentation As soon as required by practicable upon the Committee which shall set forth certain restrictions on transferability Company's receipt of the shares Participant's notice of Common Stock acquired upon exerciseexercise and payment, a right the Company shall direct the due issuance of first refusal or a right the Option Shares so purchased. For the avoidance of first offer doubt, it is the intent of the Company and the Participant that, whenever the Company's ADSs (and not Ordinary Shares) are registered for public trading on Nasdaq or any other Persons with respect principal trading market for the Company's equity securities, the Ordinary Shares issued upon exercise of this Option will be delivered to shares, the depositary under the Company's ADS program and such other terms or restrictions as depositary will be instructed to issue to the Board or Committee shall from time Participant ADSs representing such Ordinary Shares (or, at the Company's election, ADSs held by the Company, in its name, may be transferred on the books of the depositary to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;the account beneficially owned by the Participant). (iiie) remit the aggregate Exercise Price As a further condition precedent to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; and (iv) pay or provide for all applicable withholding taxes in respect of the exercise of the OptionOptions in whole or in part, by (x) remitting the aggregate amount Participant shall comply with all regulations and the requirements of such taxes to any regulatory authority having control of, or supervision over, the Company in full, in cash or by check, bank draft or money order payable to issuance of the order of Shares and accordingly shall execute any documents that the Company, in its sole discretion, deems necessary or advisable to effect such compliance. (yf) making arrangements with In the Company to have such taxes withheld from other compensationcase of the Participant's death, the Options, to the extent permitted exercisable, may be exercised by the Committeeexecutor or administrator of the Participant's estate or by any person or persons who have acquired the Options directly from the Participant by bequest or inheritance.

Vesting Exercise. (a) The Option is fully vested as shall vest and become exercisable on the dates and in the cumulative percentages provided in the table below, provided, with respect to each vesting date, that the Participant has not experienced a Termination prior to such date. There shall be no proportionate or partial vesting in the periods prior to each vesting date. Grant Date [•] % First Anniversary of Grant Date [•] % Second Anniversary of Grant Date [•] % Third Anniversary of Grant Date [•] % Fourth Anniversary of Grant Date [•] % Fifth Anniversary of the Closing Date.Grant Date [•] % (b) The To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by the Committee which shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;, and (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; and. (ivd) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (xi) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (yii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Option is fully vested as of the Closing Date. (b) The Option may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by the Committee which shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights; (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; (B) by means of a “net exercise” whereby the number of shares otherwise deliverable upon exercise is reduced by that number of shares of Common Stock whose aggregate Net Exercise Value (as defined below) is equal to the exercise price; or (BC) on such other terms and conditions as may be acceptable to the Committee. “Net Exercise Value” per share of Common Stock means the lesser of (x) the fair market value of the stock underlying the Option as of the exercise date and (y) $1,000.00 (subject to adjustment for any stock splits, stock dividends, recapitalizations or similar transactions); and (iv) pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (x) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (y) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.