Common use of Company Option; Exercise Clause in Contracts

Company Option; Exercise. If the Non-Selling Shareholders do not elect to purchase all of the Offered Securities pursuant to Section 2.3(b), then, for a period of thirty (30) days after the expiration of the Non-Selling Shareholder Option Period pursuant to Section 2.3(b) (the “Company Option Period”), the Company shall have the right (hereby granted by each holder of Shares of Capital Stock) (the “Company Option”) but not the obligation to purchase any or all of the remaining Offered Securities at a purchase price equal to the Offer Price; provided, however, that if the Offer Price is not to be paid in cash, the Company shall have the right to substitute cash in the amount of the Offer Price (based on the fair market value of the consideration constituting the Offer Price, as determined in good faith by a majority of the disinterested members of the Company’s Board of Directors, including the Walnut Directors (unless Walnut is the Selling Shareholder) (i.e., excluding any Board member(s) who is the Selling Shareholder or who is designated by the Selling Shareholder)), and upon the other terms and conditions set forth in the Offering Notice. The right of the Company to purchase any or all of the remaining Offered Securities under this Section 2.3(c) shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the thirty (30) day Company Option Period, to the Selling Shareholder with a copy to all Non-Selling Shareholders, which notice shall state the number of Offered Securities proposed to be purchased by the Company. The failure of the Company to respond within such thirty (30) day Company Option Period shall be deemed to be a waiver of the Company’s rights under this Section 2.3(c).

Company Option; Exercise. If the Non-Selling Shareholders Rightholders do not elect to purchase all of the Offered Securities pursuant Securities, then on the Business Day next following the earlier to Section 2.3(b), then, for a period occur of thirty (30A) days after the expiration of the Non-Selling Shareholder Stockholder Option Period and (B) the date upon which the Company shall have received written notice from each of the Rightholders of its exercise of its right pursuant to Section 2.3(b3.1(b) or its waiver thereof (the “"Company Option Period”"), the Company shall have the right (hereby granted by each holder of Shares of Capital Stock) (the “"Company Option”") but not the obligation to purchase any or all of the remaining Excess Offered Securities at a purchase price equal to the Offer Price; provided, however, that if the Offer Price is not to be paid in cash, the Company shall have the right to substitute cash in the amount of the Offer Price (based on the fair market value of the consideration constituting the Offer Price, as determined in good faith by a majority of the disinterested members of the Company’s Board of Directors, including the Walnut Directors (unless Walnut is the Selling Shareholder) (i.e., excluding any Board member(s) who is the Selling Shareholder or who is designated by the Selling Shareholder)), and upon the other terms and conditions set forth in the Offering Notice. The right of the Company to purchase any or all of the remaining Excess Offered Securities under this Section 2.3(c3.1(c) shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the thirty (30) day Company Option Period, to the Selling Shareholder with a copy to all Non-Selling Shareholders, which notice shall state the number of Offered Securities proposed to be purchased by the CompanyStockholder. The failure of the Company to respond within such thirty (30) day the Company Option Period to the Selling Stockholder shall be deemed to be a waiver of the Company’s Company Option, provided that the Company may waive its rights under this Section 2.3(c3.1(c) prior to the expiration of the Company Option Period by giving written notice to the Selling Stockholder. If the Company and/or the Rightholders do not purchase all of the Offered Securities pursuant to Section 3.1(b) and/or Section 3.1(c), then the Selling Stockholder may, subject to Section 3.1(f), sell the remaining Excess Offered Securities to a Third Party Purchaser in accordance with Section 3.1(e).

Company Option; Exercise. If the Non-Selling Shareholders Rightholders do not elect to purchase all of the Offered Securities pursuant Securities, then on the Business Day next following the earlier to Section 2.3(b), then, for a period occur of thirty (30A) days after the expiration of the Non-Selling Shareholder Stockholder Option Period and (B) the date upon which the Company shall have received written notice from each of the Rightholders of its exercise of its right pursuant to Section 2.3(b3.1(b) or its waiver thereof (the “"Company Option Period”"), the Company shall have the right (hereby granted by each holder of Shares of Capital Stock) (the “"Company Option”") but not the obligation to purchase any or all of the remaining Offered Securities at a purchase price equal to the Offer Price; provided, however, that if the Offer Price is not to be paid in cash, the Company shall have the right to substitute cash in the amount of the Offer Price (based on the fair market value of the consideration constituting the Offer Price, as determined in good faith by a majority of the disinterested members of the Company’s Board of Directors, including the Walnut Directors (unless Walnut is the Selling Shareholder) (i.e., excluding any Board member(s) who is the Selling Shareholder or who is designated by the Selling Shareholder)), and upon the other terms and conditions set forth in the Offering Notice. The right of the Company to purchase any or all of the remaining Offered Securities 104 11 under this Section 2.3(c3.1(c) shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the thirty (30) day Company Option Period, to the Selling Shareholder with a copy to all Non-Selling Shareholders, which notice shall state the number of Offered Securities proposed to be purchased by the CompanyStockholder. The failure of the Company to respond within such thirty (30) day the Company Option Period to the Selling Stockholder shall be deemed to be a waiver of the Company’s Company Option, provided that the Company may waive its rights under this Section 2.3(c3.1(c) prior to the expiration of the Company Option Period by giving written notice to the Selling Stockholder. If the Company and/or the Rightholders do not purchase all of the Offered Securities pursuant to Section 3.1(b) and/or Section 3.1(c), then the Selling Stockholder may, subject to Section 3.1(f), sell the remaining Offered Securities to a Third Party Purchaser in accordance with Section 3.1(e).

Company Option; Exercise. If the Non-Selling Shareholders Rightholders do not elect to purchase all of the Offered Securities pursuant Securities, then on the Business Day next following the earlier to Section 2.3(b), then, for a period occur of thirty (30A) days after the expiration of the Non-Selling Shareholder Stockholder Option Period and (B) the date upon which the Company shall have received written notice from each of the Rightholders of its exercise of its right pursuant to Section 2.3(b3.1(b) or its waiver thereof (the “"Company Option Period”"), the Company shall have the right (hereby granted by each holder of Shares of Capital Stock) (the “"Company Option”") but not the obligation to purchase any or all of the remaining Offered Securities at a purchase price equal to the Offer Price; provided, however, that if the Offer Price is not to be paid in cash, the Company shall have the right to substitute cash in the amount of the Offer Price (based on the fair market value of the consideration constituting the Offer Price, as determined in good faith by a majority of the disinterested members of the Company’s Board of Directors, including the Walnut Directors (unless Walnut is the Selling Shareholder) (i.e., excluding any Board member(s) who is the Selling Shareholder or who is designated by the Selling Shareholder)), and upon the other terms and conditions set forth in the Offering Notice. The right of the Company to purchase any or all of the remaining Offered Securities under this Section 2.3(c3.1(c) shall be exercisable by delivering written notice no- xxxx of the exercise thereof, prior to the expiration of the thirty (30) day Company Option Period, to the Selling Shareholder with a copy to all Non-Selling Shareholders, which notice shall state the number of Offered Securities proposed to be purchased by the CompanyStockholder. The failure of the Company to respond within such thirty (30) day the Company Option Period to the Selling Stockholder shall be deemed to be a waiver of the Company’s Company Option, provided that the Company may waive its rights under this Section 2.3(c3.1(c) prior to the expiration of the Company Option Period by giving written notice to the Selling Stockholder. If the Company and/or the Rightholders do not purchase all of the Offered Securities pursuant to Section 3.1(b) and/or Section 3.1(c), then the Selling Stockholder may, subject to Section 3.1(f), sell the remaining Offered Securities to a Third Party Purchaser in accordance with Section 3.1(e).