“filed by the Company SEC Documents” haswith the meaningUnited States Securities and Exchange Commission following the Company’s next annual shareholder meeting. If shareholder approval for the option is not obtained, this grant shall be unwound and the outstanding options cancelled.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, not including any issuances of shares for consideration or capital increases by the Company, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement.
3. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.
The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.
4. Termination of Employment. In the event of the termination of the Employment Agreement prior to its expiration, or to the extent the Company terminates employment of Optionee, including upon death or disability, Optionee’s (or, in Section 3.06.the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) right to exercise the option, only to the extent it was vested and he was entitled to exercise it on the date of termination of services or employment, shall continue for 90 days after such termination but not after five (5) years from the Date of Grant. If Optionee (or, in the event of death, the legatee or legatees of Optionee under his last will, or his personal representatives or distributees) does not exercise the option within 90 days following such termination of Employment, any unexercised vested option shall be null and void.
“Confidentiality5. Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement,” means (a) by delivering to the Confidentiality Agreement, entered intoCorporate Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) a written notice (email being acceptable) of November 24, 2021, betweenOptionee’s intent to exercise and estimated date of exercise, and (b) by delivering to the InvestorCorporate Secretary of the Company not less than five (5) business days prior to the date of exercise (or such shorter period as the Company shall approve) (i) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (ii) payment of the Company.
“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint venturesfull amount of the purchase price of the shares and all other agreements, commitments and legally binding arrangements, whether written or oral.
“Direct Claim” haspayment of the meaning set forth in Section 10.04(c).
“Disclosure Schedules” means the Disclosure Schedules deliveredfull amount of applicable taxes triggered by the Investor and MTE concurrently with the execution and delivery of this Agreement.
“Dollars or $” means the lawful currencyexercise of the United States.
“Downward Adjustment Trigger” has the meaning set forthshares, in Section 2.04(b).
“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.
“Filing Deadline” has the meaning set forth in Section 6.01(a).
“Financial Advisor” means the independent financial advisor to the Special Committee, Stout Risius and Ross, LLC.
“Financial Statements” has the meaning set forth in Section 6.06.
“Form S-1 Shelf” has the meaning set forth in Section 6.01(a).
“Form S-3 Shelf” has the meaning set forth in Section 6.01(a).
“Fraud” means,each case, with respect to a party, an actualwhich the option is exercised. If the written notice of exercise is delivered by mail, or by any other means of delivery, the date of delivery shall be the date the written notice is actually received by the Corporate Secretary. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares or utilize any combination of Treasury shares and intentional misrepresentationauthorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. No rights of a material existing factshareholder shall exist with respect to the making of any representation or warranty in ARTICLE III, ARTICLE IV or ARTICLE V, made by such party, (a) with respect to the Company, to the Company's actual knowledge, (b) with respect to the Investor, to the Investor's actual knowledge, or (c) with respect to MTE, to MTE’s actual knowledge, of its falsity and made for the purpose of inducing the other party to act, and upon which the other party justifiably relies with resulting Losses.
“GAAP” means United States generally accepted accounting principles in effect from time to time.
“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.
“Indebtedness” means, without duplication and with respect to the Company, all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligationsCommon Stock under any interest rate, currency swap or other hedging agreement or arrangement; (e) capital lease obligations; (f) reimbursement obligations under any letter of credit, banker's acceptance or similar credit transactions; (g) guarantees made by the Company on behalf of any third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (f); and (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become duethis option as a result of the prepaymentmere grant of this option.
6. Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the obligations referredrights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to inOptionee by the foregoing clauses (a) through (g).express terms hereof.
“Indemnified Party” has7. Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the meaning set forth in Section 10.04.
“Indemnifying Party” has the meaning set forth in Section 10.04.Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee.