Notice and Exercise of Third Option Sample Clauses

Notice and Exercise of Third Option. In the event all of the shares of Series A Common with respect to which a notice of withdrawal has been submitted are not acquired pursuant to the first and second options, each Optionee shall be notified within five days after the last date to exercise the second option that he or she has a third option exercisable until ten days prior to the specified date of withdrawal (twenty days in the case of a withdrawal requiring more then ninety days’ notice). The third option shall entitle each Optionee to acquire part of any shares not acquired pursuant to such preceding options. Each Optionee wishing to exercise the third option shall be required to specify the maximum number of shares he or she is willing to acquire. An Optionee may elect to acquire less than his or her proportionate part pursuant to this third option. The Trustees shall allocate the unacquired shares so that each such Optionee is entitled to acquire the lesser of (i) that number of unacquired shares which bears the same proportion to the total number of unacquired shares as the number of votes beneficially held by such Optionee at the time the notice of intent to withdraw is given bears to the total number of votes then beneficially held by all Optionees wishing to exercise the third option, and (ii) the number of shares specified by the Optionee pursuant to his or her exercise of this third option. The Trustees shall allocate any shares still unacquired so that each Optionee having specified a number of shares greater than were allocated to him or her pursuant to the preceding allocation is entitled to acquire the lesser of (i) that number of remaining unacquired shares which bears the same proportion to the total number of unacquired shares as the number of votes beneficially held by such Optionee at the time the notice of intent to withdraw is submitted bears to the total number of votes then beneficially held by all Optionees who specified a number of shares greater than were allocated to him or her pursuant to the preceding allocation, and (ii) the number of shares specified by the Optionee pursuant to his or her exercise of this third option but not yet allocated to him or her. The Trustees shall continue to allocate any unacquired shares in accordance with the preceding sentence until all shares are allocated or until no more shares are specified by the Optionees.
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Related to Notice and Exercise of Third Option

  • Grant and Exercise of Option The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a whole.

  • 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.

  • Vesting and Exercise of Option The Option shall vest and become exercisable during its term in accordance with the following provisions:

  • 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.

  • 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 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.

  • 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:

  • Exercise of Call Option In connection with an exercise of the option contained in Condition 6(f) (Optional Early Redemption (Call)) in relation to some only of the Notes, the Notes represented by this Global Registered Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions.

  • 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.

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