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Petitioners further argue that even if petitioner had been
authorized to pay the exercise price by the method set forth in
section 7.5(iii) of the 1995 Plan, such attempt was ineffective
because petitioner gave irrevocable instructions neither to
Primus nor to Piper Jaffray. We find petitioners’ arguments on
this point unavailing. On July 14, 2000, Primus became obligated
to issue the shares, and Piper Jaffray became obligated to pay
for them, either by selling the shares or advancing funds on
margin. Petitioner’s July 14, 2000, notice constitutes his
unconditional acceptance of Primus’s offer under the stock option
grants and created a contract between Primus and petitioner for
the sale of the exercised shares of stock. Petitioner could not
revoke or withdraw his acceptance of Primus’s offer. Moreover,
petitioners have not shown that petitioner’s exercise was
conditional or that he reserved the right to revoke the notice.
A “beneficial owner” is one who does not have legal title to
property but has rights in the property which are the normal
incidents of owning property. Miller v. United States, 345 F.
Supp. 2d 1046, 1050 (N.D. Cal. 2004). Such rights include the
right to receive dividends on and vote the shares, the right to
dispose of the shares as the beneficial owner sees fit, and the
right to use the shares as collateral. See United States v.
Tuff, 359 F. Supp. 2d 1129, 1133 (W.D. Wash. 2005); Miller v.
United States, supra at 1050. Another indication that a transfer
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