Common use of Buyer’s Option Clause in Contracts

Buyer’s Option. (a) In the event that approval of the transactions contemplated by this Agreement by the Corporation's stockholders ("Stockholder Approval") is required and prior to the Stockholders Meeting all closing conditions set forth in Article 8 hereof (other than Section 8.01(a)) are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing and will in fact be satisfied at the Closing), then at any time within 10 business days of the first date upon which the Corporation notifies Buyer that the closing conditions set forth in Sections 8.01 (other than Section 8.01(a)) and 8.02 (other than conditions that by their nature are to be satisfied at Closing and will in fact be satisfied at Closing) are satisfied or waived, Buyer may elect to purchase from the Corporation at the Closing (the date of which shall be determined as if the closing condition in Section 8.01(a) were satisfied) the largest number of shares of Preferred Stock that it may acquire under applicable NASD rules without Stockholder Approval (rounded down to the nearest hundred shares) ("Initial Shares") and the Purchase Price to be paid therefor shall be appropriately adjusted. In the event that Buyer does so elect and purchases the Initial Shares, the closing of such transaction shall be treated as the Closing for purposes hereof, and dividends shall accrue on the Initial Shares from the Closing Date. Buyer may exercise its rights under this Section 7.06(a) by delivering written notice within the 10 business day period referred to above. If the Initial Shares are purchased, Buyer and the Corporation shall use their best efforts to obtain Stockholder Approval and consummate the Second Closing (as defined below). (b) In the event that, subsequent to the issuance of Initial Shares pursuant to Section 7.06(a), Stockholder Approval is obtained at the Stockholder Meeting, Buyer shall purchase from the Corporation a number of shares of Preferred Stock equal to the Preferred Shares minus the Initial Shares (the "Approved Shares") on the second business day following such Stockholder Approval (the "Second Closing"); provided that the consummation of the Second Closing would not contravene any applicable law or regulation that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Buyer or the Corporation, or any judgment, injunction, order or decree. At the Second Closing, Buyer shall pay the Corporation the Purchase Price (appropriately adjusted to account for that portion of the Purchase Price paid with respect to the Initial Shares) and an amount in cash equal to all accrued and unpaid dividends on the Approved Shares to the date of the Second Closing. Dividends shall accrue on the Approved Shares from the Closing Date but shall not be payable until the first Dividend Payment Date after the date of the Second Closing. In the event that subsequent to the issuance of Initial Shares pursuant to Section 7.06(a), Stockholder Approval is not obtained at the Shareholder Meeting, Buyer and the Corporation shall negotiate in good faith to achieve a business objective similar to that contemplated by this Agreement assuming Stockholder Approval had been obtained. (c) In the event that (i) Stockholder Approval is required but is not obtained at the Stockholder Meeting, (ii) all closing conditions set forth in Article 8 hereof (other than Section 8.01(a)) are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing and will in fact be satisfied at the Closing) and (iii) Buyer has not exercised its option under Section 7.06(a), Buyer, at its option, may elect to purchase Initial Shares from the Corporation at the Closing (as if the closing condition in Section 8.01(a) were satisfied), and the Purchase Price to be paid therefor shall be appropriately adjusted. Buyer may exercise its rights under this Section 7.06(c) by written notice delivered to the Corporation within 10 business days after the failure to obtain Stockholder Approval. In the event that Buyer exercises its option under this Section 7.06(c), Buyer and the Corporation shall negotiate in good faith to achieve a business objective similar to that contemplated by this Agreement assuming Stockholder Approval had been obtained.

Buyer’s Option. The Company hereby grants to each Buyer a one-time option (a) In the event that approval of the transactions contemplated by this Agreement by the Corporation's stockholders ("Stockholder ApprovalBUYERS' OPTION") to purchase, (x) up to that principal amount of Additional Notes as is required set forth opposite such Buyer's name in column (6) on the Schedule of Buyers and prior (y) up to that number of Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer's name in column (7) on the Schedule of Buyers by mailing a written notice of such Buyer's exercise of its Buyers' Option (a "BUYERS' OPTION PURCHASE NOTICE") to the Stockholders Meeting all closing conditions set forth in Article 8 hereof (other than Section 8.01(a)) are satisfied or waived (other than those conditions that by their nature are to be satisfied at Company and the Closing and will in fact be satisfied at the Closing), then Trustee at any time within 10 business until the date that is one hundred and eighty (180) days of after the first date upon which Issue Date (as defined in the Corporation notifies Buyer that the closing conditions set forth in Sections 8.01 (other than Section 8.01(a)Indenture) and 8.02 (other than conditions that by their nature are to be satisfied at Closing and will in fact be satisfied at Closing) are satisfied or waived, Buyer may elect to purchase from the Corporation at the Closing (the date of which shall be determined as if the closing condition in Section 8.01(a) were satisfied) the largest number of shares of Preferred Stock that it may acquire under applicable NASD rules without Stockholder Approval (rounded down to the nearest hundred shares) ("Initial Shares") and the Purchase Price to be paid therefor shall be appropriately adjusted. In the event that Buyer does so elect and purchases the Initial Shares, the closing of any such transaction purchase shall be treated referred to as a "BUYERS' OPTION PURCHASE DATE"); provided, that, at any time, the Closing for purposes hereofCompany, and dividends shall accrue on with the Initial Shares from approval of the Closing Date. Buyer Company's board of directors, may exercise its rights under this Section 7.06(a) elect to terminate the Buyers' Option by delivering written a notice within the 10 business day period referred to above. If the Initial Shares are purchased, Buyer and the Corporation shall use their best efforts to obtain Stockholder Approval and consummate the Second Closing (as defined below). (b) In the event that, subsequent to the issuance Buyers stating that (i) the Company has entered into a letter of Initial Shares pursuant intent to Section 7.06(a), Stockholder Approval consummate a transaction or publicly announced such a transaction which is obtained at likely to result in a Change of Control with an unaffiliated third-party on an arms' length basis and (ii) the Stockholder Meeting, Buyer shall purchase from Company has elected to terminate the Corporation a number of shares of Preferred Stock equal to the Preferred Shares minus the Initial Shares Buyers' Option (the "Approved Shares") on the second business day following such Stockholder Approval (the "Second ClosingOPTION TERMINATION NOTICE"); provided that . The Buyers shall not be permitted to exercise the consummation Buyers' Option following the delivery of the Second Closing would not contravene any applicable law Option Termination Notice unless the Company fails to enter into a definitive agreement pursuant to such letter of intent or regulation that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Buyer or the Corporation, or any judgment, injunction, order or decree. At the Second Closing, Buyer shall pay the Corporation the Purchase Price public announcement within sixty (appropriately adjusted to account for that portion 60) days of the Purchase Price paid with respect to the Initial Shares) and an amount in cash equal to all accrued and unpaid dividends on the Approved Shares to the date of the Second ClosingOption Termination Notice (the "STAY PERIOD"). Dividends If the Company does enter into such a definitive agreement then the Buyers' Option shall accrue immediately terminate; however, if the Stay Period expires less than thirty (30) days before the date that is one hundred and eighty (180) days after the Issue Date, the Buyers shall be entitled to exercise the Buyers' Option during the period beginning on the Approved Shares from expiration of the Closing Date but shall not be payable until the first Dividend Payment Date after Stay Period and ending on the date that is thirty (30) days following the expiration of the Second ClosingStay Period. In Upon termination of the event Buyers' Option, the Company shall then be deemed to have issued, and shall promptly issue, to each Buyer for no additional consideration 50% of that subsequent number of Additional Warrants to the issuance of Initial Shares pursuant to Section 7.06(a), Stockholder Approval is not obtained at the Shareholder Meeting, Buyer and the Corporation shall negotiate in good faith to achieve a business objective similar acquire up to that contemplated by this Agreement assuming Stockholder Approval had been obtainednumber of Additional Warrant Shares as is set forth opposite such Buyer's name in column (7) on the Schedule of Buyers. (c) In the event that (i) Stockholder Approval is required but is not obtained If any Buyer elects to exercise the Buyers' Option pursuant to this Section l(c)(i), it shall notify the Company and the Trustee at least thirty (30) days prior to the Stockholder Meeting, Buyers' Option Purchase Date. (ii) all closing conditions set forth in Article 8 hereof (other than Section 8.01(a)) are satisfied or waived (other than those conditions that by their nature are to be satisfied at Interest on the Closing and will in fact be satisfied at the Closing) and (iii) Buyer has not exercised its option under Section 7.06(a), Buyer, at its option, may elect to purchase Initial Shares Additional Notes shall accrue from the Corporation at the Closing (as if the closing condition in Section 8.01(a) were satisfied), and the Purchase Price to be paid therefor shall be appropriately adjusted. Buyer may exercise its rights under this Section 7.06(c) by written notice delivered Interest Payment Date immediately prior to the Corporation within 10 business days after Buyers' Option Purchase Date, or if no such Interest Payment Date has occurred, the failure Issue Date (such date on which such interest begins to obtain Stockholder Approval. In accrue, the event that Buyer exercises its option under this Section 7.06(c"INTEREST ACCRUAL DATE"), Buyer and the Corporation shall negotiate in good faith to achieve a business objective similar to that contemplated by this Agreement assuming Stockholder Approval had been obtained.

Buyer’s Option. The Company hereby grants to each Buyer a one-time option (a) In the event that approval of the transactions contemplated by this Agreement by the Corporation's stockholders ("Stockholder ApprovalBUYERS' OPTION") to purchase, (x) up to that principal amount of Additional Notes as is required set forth opposite such Buyer's name in column (6) on the Schedule of Buyers and prior (y) up to that number of Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer's name in column (7) on the Schedule of Buyers by mailing a written notice of such Buyer's exercise of its Buyers' Option (a "BUYERS' OPTION PURCHASE NOTICE") to the Stockholders Meeting all closing conditions set forth in Article 8 hereof (other than Section 8.01(a)) are satisfied or waived (other than those conditions that by their nature are to be satisfied at Company and the Closing and will in fact be satisfied at the Closing), then Trustee at any time within 10 business until the date that is one hundred and eighty (180) days of after the first date upon which Issue Date (as defined in the Corporation notifies Buyer that the closing conditions set forth in Sections 8.01 (other than Section 8.01(a)Indenture) and 8.02 (other than conditions that by their nature are to be satisfied at Closing and will in fact be satisfied at Closing) are satisfied or waived, Buyer may elect to purchase from the Corporation at the Closing (the date of which shall be determined as if the closing condition in Section 8.01(a) were satisfied) the largest number of shares of Preferred Stock that it may acquire under applicable NASD rules without Stockholder Approval (rounded down to the nearest hundred shares) ("Initial Shares") and the Purchase Price to be paid therefor shall be appropriately adjusted. In the event that Buyer does so elect and purchases the Initial Shares, the closing of any such transaction purchase shall be treated referred to as a "BUYERS' OPTION PURCHASE DATE"); provided, that, at any time, the Closing for purposes hereofCompany, and dividends shall accrue on with the Initial Shares from approval of the Closing Date. Buyer Company's board of directors, may exercise its rights under this Section 7.06(a) elect to terminate the Buyers' Option by delivering written a notice within the 10 business day period referred to above. If the Initial Shares are purchased, Buyer and the Corporation shall use their best efforts to obtain Stockholder Approval and consummate the Second Closing (as defined below). (b) In the event that, subsequent to the issuance Buyers stating that (i) the Company has entered into a letter of Initial Shares pursuant intent to Section 7.06(a), Stockholder Approval consummate a transaction or publicly announced such a transaction which is obtained at likely to result in a Change of Control with an unaffiliated third-party on an arms' length basis and (ii) the Stockholder Meeting, Buyer shall purchase from Company has elected to terminate the Corporation a number of shares of Preferred Stock equal to the Preferred Shares minus the Initial Shares Buyers' Option (the "Approved Shares") on the second business day following such Stockholder Approval (the "Second ClosingOPTION TERMINATION NOTICE"); provided that . The Buyers shall not be permitted to exercise the consummation Buyers' Option following the delivery of the Second Closing would not contravene any applicable law Option Termination Notice unless the Company fails to enter into a definitive agreement pursuant to such letter of intent or regulation that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Buyer or the Corporation, or any judgment, injunction, order or decree. At the Second Closing, Buyer shall pay the Corporation the Purchase Price public announcement within sixty (appropriately adjusted to account for that portion 60) days of the Purchase Price paid with respect to the Initial Shares) and an amount in cash equal to all accrued and unpaid dividends on the Approved Shares to the date of the Second ClosingOption Termination Notice (the "STAY PERIOD"). Dividends If the Company does enter into such a definitive agreement then the Buyers' Option shall accrue immediately terminate; however, if the Stay Period expires less than thirty (30) days before the date that is one hundred and eighty (180) days after the Issue Date, the Buyers shall be entitled to exercise the Buyers' Option during the period beginning on the Approved Shares from expiration of the Closing Date but shall not be payable until the first Dividend Payment Date after Stay Period and ending on the date that is thirty (30) days following the expiration of the Second ClosingStay Period. In Upon termination of the event Buyers' Option, the Company shall then be deemed to have issued, and shall promptly issue, to each Buyer for no additional consideration 50% of that subsequent number of Additional Warrants to the issuance of Initial Shares pursuant to Section 7.06(a), Stockholder Approval is not obtained at the Shareholder Meeting, Buyer and the Corporation shall negotiate in good faith to achieve a business objective similar acquire up to that contemplated by this Agreement assuming Stockholder Approval had been obtainednumber of Additional Warrant Shares as is set forth opposite such Buyer's name in column (7) on the Schedule of Buyers. (c) In the event that (i) Stockholder Approval is required but is not obtained If any Buyer elects to exercise the Buyers' Option pursuant to this Section 1(c)(i), it shall notify the Company and the Trustee at least thirty (30) days prior to the Stockholder Meeting, Buyers' Option Purchase Date. (ii) all closing conditions set forth in Article 8 hereof (other than Section 8.01(a)) are satisfied or waived (other than those conditions that by their nature are to be satisfied at Interest on the Closing and will in fact be satisfied at the Closing) and (iii) Buyer has not exercised its option under Section 7.06(a), Buyer, at its option, may elect to purchase Initial Shares Additional Notes shall accrue from the Corporation at the Closing (as if the closing condition in Section 8.01(a) were satisfied), and the Purchase Price to be paid therefor shall be appropriately adjusted. Buyer may exercise its rights under this Section 7.06(c) by written notice delivered Interest Payment Date immediately prior to the Corporation within 10 business days after Buyers' Option Purchase Date, or if no such Interest Payment Date has occurred, the failure Issue Date (such date on which such interest begins to obtain Stockholder Approval. In accrue, the event that Buyer exercises its option under this Section 7.06(c"INTEREST ACCRUAL DATE"), Buyer and the Corporation shall negotiate in good faith to achieve a business objective similar to that contemplated by this Agreement assuming Stockholder Approval had been obtained.