Exercise Mechanics. This Option may be exercised by delivering to the Company at its principal executive office, to the attention of the officer of the Company designated by the Committee, a written or electronic notice stating the number of Shares as to which the Option is exercised or by any other method the Committee has approved. The notice must be accompanied by the payment of the full Option exercise price of such Shares. Exercise shall not be deemed to have occurred unless and until Optionee has delivered to the Company (or its authorized representative) an approved notice of exercise, full payment for the Shares with respect to which the Option is being exercised and payment of any applicable withholding taxes in accordance with Section 8 below. Payment of the Option exercise price may be in cash, cashier’s check, or wire transfer; provided, however, that any permitted method of payment shall be in strict compliance with all procedural rules established by the Committee.
Exercise Mechanics. This Option may be exercised by delivering to the Stock Plan Administrator at the Company’s head office a written or electronic notice stating the number of Shares as to which the Option is exercised or by any other method the Committee has approved. The notice must be accompanied by the payment of the full Option exercise price of such Shares. Exercise shall not be deemed to have occurred unless and until Optionee has delivered to the Company (or its authorized representative) an approved notice of exercise, full payment of the exercise price for the Shares being exercised and payment of any applicable withholding taxes in accordance with Section 8 below. Payment of the Option exercise price may be in cash (including check or wire transfer); through an approved cashless-brokered exercise program, with shares of the Company’s Common Stock (subject to the Company’s discretion to withhold approval for such payment method at any time); cashless “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate fair market value that does not exceed the aggregate exercise price, provided the Company shall accept a cash or other payment from Optionee to the extent of any remaining balance of the exercise price not satisfied by such reduction in the number of whole Shares to be issued or a combination thereof to the extent permissible under Applicable Law; provided, however, that any permitted method of payment shall be in strict compliance with all procedural rules established by the Committee.
Exercise Mechanics. (a) The Call Option Holder may exercise all (but not less than all) the Call Options by (i) delivering to the Unit Agent and the Collateral Agent, on or prior to the Call Option Expiration Date, a notice, substantially in the form set forth in Annex A attached hereto, stating that the Call Option Holder is exercising its Call Options and specifying the Call Settlement Date therefor (which must be a Business Day falling on or before the Call Option Expiration Date) and (ii) delivering to the Collateral Agent, by Noon, New York City time, on the Call Settlement Date, the Aggregate Call Option Exercise Consideration.
Exercise Mechanics. This Option may be exercised by delivering to the Stock Plan Administrator at the Company's head office a written or electronic notice stating the number of Shares as to which the Option is exercised or by any other method the Committee has approved. The notice must be accompanied by the payment of the full Option exercise price of such Shares. Exercise shall not be deemed to have occurred unless and until Optionee has delivered to the Company (or its authorized representative) an approved notice of exercise, full payment of the exercise price for the Shares being exercised and payment of any applicable withholding taxes in accordance with Section 8 below. Payment of the Option exercise price may be in cash (including check or wire transfer); through an approved cashless-brokered exercise program, with shares of the Company's Common Stock (subject to the Company's discretion to withhold approval for such payment method at any time); to the extent this Option is a Nonstatutory Stock Option, through a cashless “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate fair market value that does not exceed the aggregate exercise price, provided the Company shall accept a cash or other payment from Optionee to the extent of any remaining balance of the exercise price not satisfied by such reduction in the number of whole Shares to be issued; or a combination thereof to the extent permissible under Applicable Law; provided, however, that any permitted method of payment shall be in strict compliance with all procedural rules established by the Committee.
Exercise Mechanics. No fractional units shall be issued upon the exercise of this Warrant, and the Company shall in lieu thereof make payment to the Holder of cash, by wire transfer of immediately available lawful tender of the United States, in the amount of such fraction multiplied by the fair market value (as defined below) of one Warrant Unit on the date of exercise. Any Warrant Units purchased upon the exercise of this Warrant shall be and are deemed to be issued to the Holder as the record owner of such units as of the close of business on the date on which the exercise conditions set forth in Section 1(a), (b) and (c) have been satisfied. After any rights represented by this Warrant have been so exercised, the Company shall promptly (a) deliver to the Holder, at the Company’s expense, certificates for the Warrant Units so purchased (if such units are then certificated), together with any other securities or property to which the Holder hereof is entitled upon such exercise, and (b) reflect such issuance in its books and records. Each certificate so delivered shall be in such denominations of the Warrant Units as may be requested by the Holder and shall be registered in the name of such Holder. In the event of a purchase of less than all the Warrant Units, the Company shall promptly execute and deliver to the Holder an Acknowledgement in the form attached hereto indicating the number of Warrant Units which remain subject to this Warrant, if any. Notwithstanding anything to the contrary contained herein, unless the Holder otherwise notifies the Company, this Warrant shall be deemed to be automatically exercised using the Net Issuance method of payment pursuant to Section 3 immediately prior to the time on the Expiration Date at which this Warrant ceases to be exercisable.
Exercise Mechanics. (a) Subject to Section 2.2(a) hereof, the Issuer may exercise the Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Effective Period by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that (i) prior to September 28, 2005, the Issuer may only exercise the Call Option in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 days of the date of this Agreement and (ii) the exercise of the Call Option or the October 23rd Call Option during the period beginning on September 29, 2005 and ending on October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date of the Call Notice, and the number of Option Shares to be delivered on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 100% of the remaining Option Shares.
Exercise Mechanics. This Warrant shall only be exercisable (a) in connection with a consolidation or merger of the Company with or into another corporation (other than a merger solely to effect a reincorporation of the Company into another state), the sale or other disposition of all or substantially all the properties and assets of the Company in its entirety to any other person, or any other sale or change in voting control of the Company by equity transfer or otherwise (collectively, a “Change of Control”), or (b) upon the consummation of, or at any time following the consummation of, an initial public offering of shares of the Company’s Common Stock (an “IPO”). Subject to the terms and conditions contained herein and while this Warrant remains outstanding and is exercisable, this Warrant is exercisable with respect to any or all of the shares of Common Stock, at the option of Holder, upon surrender of this Warrant to the Company together with either (x) a duly completed Notice of Exercise, in the form attached hereto as Exhibit A, payment of an amount equal to the Exercise Price multiplied by the number of shares of Common Stock with respect to which this Warrant is being exercised as provided in Section 2.5 below, or (y) a Net Issue Election Notice, in the form attached hereto as Exhibit B. If Holder exercises this Warrant with respect to less than all of the shares of Common Stock represented by this Warrant, the Company shall cancel this Warrant upon the surrender thereof and shall execute and deliver to Holder a new Warrant for the balance of such shares of Common Stock.
Exercise Mechanics. (a) If Fiat exercises its call option rights pursuant to an Alternative Call Option or an Incremental Equity Call Option, Fiat shall give the Company notice in writing stating such election (the “Call Exercise Notice”) in the manner for giving notice prescribed in Section 15.2. The Call Exercise Notice shall be in the form or substantially in the form annexed hereto as Annex A.
Exercise Mechanics. This Option may be exercised by delivering to the Stock Plan Administrator at the Company's head office a written or electronic notice stating the number of Shares as to which the Option is exercised or by any other method the Committee has approved. The notice must be accompanied by the payment of the full Option exercise price of such Shares. Exercise shall not be deemed to have occurred unless and until Optionee has delivered to the Company (or its authorized representative) an approved notice of exercise, full payment of the exercise price for the Shares being exercised and payment of any applicable withholding taxes in accordance with Section 8 below. Payment of the Option exercise price may be in cash (including check or wire transfer), through an approved cashless-brokered exercise program, with shares of the Company's Common Stock (subject to the Company's discretion to withhold approval for such payment method at any time) or a combination thereof to the extent permissible under Applicable Law; provided, however, that any permitted method of payment shall be in strict compliance with all procedural rules established by the Committee.
Exercise Mechanics. This Option may be exercised by delivering to the Stock Plan Administrator at the Company’s head office a written or electronic notice stating the number of Shares as to which the Option is exercised or by any other method the Committee has approved. The notice must be accompanied by the payment of the full Option exercise price of such Shares. Exercise shall not be deemed to have occurred unless and until Optionee has delivered to the Company (or its authorized representative) an approved notice of exercise, full payment of the exercise price for the Shares being exercised and payment of any applicable withholding taxes in accordance with Section 8 below. Payment of the Option exercise price may be (a) in cash (including check or wire transfer); (b) through an approved cashless-brokered exercise program; (c) with other shares of the Company’s Common Stock held by Optionee which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which this Option is being exercised (subject to the Company’s discretion to withhold approval for such payment method at any time); or (d) any combination of the foregoing methods of payment.
