Common use of At the Option of Holder Clause in Contracts

At the Option of Holder. On the date of and simultaneously with the closing of the Public Offering, the Holder shall have the one-time right to convert all, or any portion, of the outstanding principal balance of this Note and any accrued interest due thereon into shares of Parent Stock at a price equal to the Transaction Price, as hereinafter defined, and otherwise on and subject to the terms and conditions set forth in this Article V. As used herein, the term "Transaction Price" shall mean the initial issuance price per share of the Parent Stock issued in the Public Offering, without giving effect to any underwriting discounts or commissions. The Holder exercise such Holder's right to convert all, or any portion, of the outstanding principal amount of this Note into shares of Parent Stock by (i) giving written notice on or prior to September 9, 1997 (the "Election Deadline") to the Company that the Holder elects to convert all or a portion of the outstanding principal amount of this Note and any accrued interest due thereon into Parent Stock, (ii) stating in such written notice the denominations in which the Holder wishes the certificate or certificates for Parent Stock to be issued, and (iii) surrendering this Note to the Company for notation or cancellation, as appropriate. If not exercised when it first becomes available, or if exercised only in part, the right to convert all or the portion of this Note for which this option has not been exercised as described herein shall not continue and shall expire at midnight, Houston, Texas time, on the date of the Election Deadline.

At the Option of Holder. On the date of and simultaneously with the closing of the Public Offeringfirst event following execution of this Note which causes a Change in Control, the Holder shall have the one-time right to convert all, or any portion, of the outstanding principal balance of this Note and any accrued interest due thereon into shares of Parent Stock at a price equal to the Transaction Price, as hereinafter defined, and otherwise on and subject to the terms and conditions set forth in this Article V. As used herein, the term "Transaction Price" shall mean the initial issuance price per share of the Parent Stock issued in the Public Offering, without giving effect to any underwriting discounts or commissions, or the value of the Parent Stock determined at the time of any other transaction giving rise to a Change in Control. The Company must give the Holder 20 days' prior written notice of the date of the event (the "Event Date") giving rise to the Change in Control and the Holder may then exercise such Holder's right to convert all, or any portion, of the outstanding principal amount of this Note into shares of Parent Stock by (i) giving written notice on or at least 10 days prior to September 9, 1997 (the "Election Deadline") Event Date to the Company that the Holder elects to convert all or a portion of the outstanding principal amount of this Note and any accrued interest due thereon into Parent Stock, (ii) stating in such written notice the denominations in which the Holder wishes the certificate or certificates for Parent Stock to be issued, and (iii) surrendering this Note to the Company for notation or cancellation, as appropriate. If not exercised when it first becomes available, or if exercised only in part, the right to convert all or the portion of this Note for which this option has not been exercised as described herein shall not continue and shall expire at midnight, Houston, Texas time, on the date of which is 10 days prior to the Election DeadlineEvent Date.