Parent Option. For a period of five days after the giving of the Offering Notice pursuant to Section 3.3(a) (the "Option Period"), Parent shall have the right (the "Option") but not the obligation to purchase all (but not less than all) of the Offered Securities at a purchase price equal to the Offer Price and, with respect to a Private Sale, upon the terms and conditions set forth in the Offering Notice. The right of Parent to purchase any or all of the Offered Securities under this Section 3.3(b) shall be exercisable by delivering written notice of the exercise thereof (the "Acceptance"), prior to the expiration of the Option Period, to the Principal Stockholder, which notice shall state the number of Offered Securities proposed to be purchased by Parent. The failure of Parent to respond within the Option Period shall be deemed to be a waiver of the Option; provided that Parent may waive its rights under this Section 3.3(b) prior to the expiration of the Option Period by giving written notice to the Principal Stockholder (the date any such written waiver is received by the Principal Stockholder or, if no notice is given, the last date of the Option Period is referred to as the "Waiver Date");
Parent Option. (a) Parent and/or Seller shall have the right to purchase up to an aggregate of 19.9% of the Holdings Common Stock immediately prior to the Closing for a per share purchase price equal to the per share purchase price paid or payable by other stockholders of Holdings on or prior to the Closing Date, provided that if investment partnerships affiliated with KKR shall have invested, as of the Closing Date, in a corporation which wholly-owns Holdings (rather than investing directly in Holdings), references to "Holdings Common Stock" in this Section 11.3, Sections 5.3, 5.7(b) and 9.3 and clause (b) of the definition of "Securities" contained in Section 1.1 shall be deemed to be references to the common stock of such corporation and references to "Holdings" and "New Talegen Holdings Corporation" in Section 9.3 shall be deemed to be references to such corporation. Parent and/or Seller shall pay the aggregate purchase price for any shares to be purchased pursuant to this Section in cash, payable by wire transfer in immediately available funds to an account which Buyer shall designate in writing to Parent no less than two business days prior to the Closing Date. To exercise such right, Parent and/or Seller must deliver irrevocable written notice to Buyer within 45 days from the date hereof which indicates the percentage interest (after giving effect to its purchase) of Holdings Common Stock that Parent and/or Seller desire to purchase hereunder, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parent, subject to the last sentence of this Section, to make such purchase on the Closing Date). No such notice shall be effective unless Parent and/or Seller concurrently delivers a notice under Section 11.3 of the TRG Agreement which indicates Parent's and/or Seller's election to purchase the same aggregate percentage interest in the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall cease to have the right to purchase Holdings Common Stock hereunder, whether or not their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section shall be void and of no effect.
Parent Option. 11 Knowledge.....................................8
Parent Option. Section 5.16(a)................. 28
Parent Option. Simultaneous with the execution of this Agreement, ------------- Diamond will issue to Parent an option in the form attached as Exhibit 7.10 (the ------------ "Parent Option") exercisable, ------------- -39- upon the consummation of an Acquisition Transaction with a party other than Parent, for such number of shares of Diamond Common Stock as is equal to 19.9% of the issued and outstanding shares of Diamond Common Stock on the date of the execution of this Agreement, at an exercise price per share equal to the product of the Conversion Ratio multiplied by the Parent Average Closing Price.
Parent Option. (a) TCD and the Shareholders hereby grant to Parent (and its nominees) an irrevocable option to cause the Merger to be consummated, exercisable only as provided in this Section 1.7 (the "Parent Option"). In the event that the Merger Shares (as defined in Section 2.1) shall not attain an aggregate Market Price of Fifteen Million Dollars ($15,000,000), on or prior to the date that is thirty (30) months from the date hereof (the "Peg Date"), then on the Peg Date and for a period of ten (10) days thereafter (the "Option Election Period"), Parent shall have the right to exercise the Parent Option by delivering written notice (the "Option Notice") to TCD and the Shareholders stating that it is exercising the Parent Option. If Parent shall exercise the Parent Option, the Closing of the Merger shall take place as set forth in Section 1.6(a)(ii).
Parent Option. Section 5.16(a) . . . . . . . . . 28
Parent Option. Section 1.11(a) . . 7 Parent Permits . . . . . . . Section 3.10 . . . . 25
Parent Option. Parent may, at its option and upon prior written notice to the Company, and shall if necessary, fulfill any or all of the Surviving Corporation's payment obligations under this Article IV.
Parent Option ss. 4.04(a) Parent Permits........................................................ ss. 6.15(a) Parent Preferred Stock................................................ ss. 6.03(a) Parent SEC Reports.................................................... ss. 6.06(a) Parent Stock Option Plans............................................. ss. 6.03(a) Park Avenue........................................................... ss. 5.24
