Common use of Company Option to Purchase Clause in Contracts

Company Option to Purchase. (a) Subject to Section 5.4, if there are any Remaining Shares at the end of the Investor ROFR Period or Undersubscription Period, as applicable, the Company shall have the right of first refusal (the “Company ROFR”) exercisable for a period of 15 business days from the expiration of the later of the Investor ROFR Period or Undersubscription Period (the “Company ROFR Period”) to purchase all or part of the Remaining Shares for the consideration per share and on the terms and conditions specified in the Founder Notice. Any Remaining Shares with regard to which the Company has not exercised its right of first refusal shall be referred to as the “Final Remaining Shares.” The Company ROFR shall be exercised by delivery by the Company of written notice to the Selling Founder and the Secretary of the Company. (b) The closing of the purchase of the Offered Shares pursuant to this Section 5 shall take place at the offices of the Company on the ROFR Purchase Date. At such closing, the Selling Founder shall convey record and beneficial ownership of the Offered Shares to the Company in at a time and place specified by the Company by delivering certificates representing the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blank. (c) In the event that the Company fails to exercise the Company ROFR during the Company ROFR Period, the Company shall be deemed to have rejected its right to exercise the Company ROFR. (d) To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of consideration other than cash, the consideration required to be paid by the Company and/or the New Investors exercising their rights of first refusal and options under Sections 5.4 and 5.5 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Founder and the Company and/or the New Investors, as applicable, acquiring such Offered Shares.

Company Option to Purchase. (a) Subject to Section 5.4, if there are any Remaining Shares at At all times beginning on the end date of the Investor ROFR Period Original Agreement and ending on the earlier of (i) April 16, 2016 and (ii) the first date that none of the KSA Group is a 10% or Undersubscription Periodmore Beneficial Owner (as defined in the Amended and Restated Rights Agreement, dated as of March 28, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC, as applicableamended from time to time (the “Amended and Restated Rights Agreement”)) of the Common Stock based on the then-total outstanding shares of Common Stock (the “Option Period”), the Company shall have the right of first refusal right, but not the obligation (the “Company ROFROption”) exercisable for a period ), to purchase shares of 15 business days from the expiration Common Stock owned by any of the later KSA Group at a purchase price equal to a 1% discount to the closing trading price of the Investor ROFR Period Common Stock on Nasdaq (or Undersubscription Period other primary national securities exchange that lists the Company’s shares of Common Stock, or if none, as quoted on a quotation system) as of the most recently completed business day (in aggregate, the “Company ROFR PeriodOption Purchase Price”) to purchase all or part of the Remaining Shares for the consideration per share and on the terms and conditions specified in the Founder Notice. Any Remaining Shares with regard to which the Company has not exercised its right of first refusal shall be referred to as the “Final Remaining Shares.” The Company ROFR shall be exercised by delivery by the Company of written notice to the Selling Founder and the Secretary of the Company). (b) The closing Option may be exercised in writing in whole or in part, from time to time, at the discretion of the Company (the “Option Notice”); provided, however, the Company must purchase at least 10,000 shares of Common Stock in connection with any such Option exercise and any such Option exercise cannot directly result in the KSA Group having Beneficial Ownership of less than 9.9% of the Offered Shares pursuant to this Section 5 then-total outstanding shares of Common Stock. (c) The Option Notice shall take place specify the number of shares of Common Stock being purchased, the resulting calculation of the Option Purchase Price, and the date on which such purchase shall be consummated, which date shall be within three business days of the delivery of the Option Notice (or such other time as the parties shall agree to, the “Option Closing Date”), at the offices of the Company on in Montvale, New Jersey. On the ROFR Purchase Option Closing Date. At such closing, the Selling Founder shall convey record and beneficial ownership applicable party of the Offered Shares KSA Group shall deliver to the Company in at a time the shares of Common Stock, free and place specified clear of all Liens, and the applicable party of the KSA Group shall execute and deliver to the Company such instruments of conveyance and transfer as the Company may reasonably request, against delivery to the applicable party of the KSA Group by the Company of the Option Purchase Price by delivering certificates representing wire transfer of immediately available funds to an account designated by the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blank. (c) In applicable party of the event that the Company fails to exercise the Company ROFR during the Company ROFR Period, the Company shall be deemed to have rejected its right to exercise the Company ROFRKSA Group. (d) To “then-total outstanding shares of Common Stock” shall mean the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists number of consideration other than cash, the consideration required to be paid outstanding shares set forth by the Company and/or on the New Investors exercising their rights cover page of first refusal and options under Sections 5.4 and 5.5 hereof may consist of cash equal to its most recent Form 10-Q or Form 10-K filed with the value of such property, as determined in good faith by agreement of the Selling Founder and the Company and/or the New Investors, as applicable, acquiring such Offered SharesSEC.

Company Option to Purchase. (a) Subject to Section 5.4At all times beginning on the date hereof and ending on the earlier of (i) April 16, if there are any Remaining Shares at 2016 and (ii) the end first date that none of the Investor ROFR Period KSA Group is a 10% or Undersubscription Periodmore Beneficial Owner (as defined in the Amended and Restated Rights Agreement, dated as of March 28, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC, as applicableamended from time to time) of the Common Stock based on the then-total outstanding shares of Common Stock (the “Option Period”), the Company shall have the right of first refusal right, but not the obligation (the “Company ROFROption”) exercisable for a period ), to purchase shares of 15 business days from the expiration Common Stock owned by any of the later KSA Group at a purchase price equal to a 1% discount to the closing trading price of the Investor ROFR Period Common Stock on Nasdaq (or Undersubscription Period other primary national securities exchange that lists the Company’s shares of Common Stock, or if none, as quoted on a quotation system) as of the most recently completed business day (in aggregate, the “Company ROFR PeriodOption Purchase Price”) to purchase all or part of the Remaining Shares for the consideration per share and on the terms and conditions specified in the Founder Notice. Any Remaining Shares with regard to which the Company has not exercised its right of first refusal shall be referred to as the “Final Remaining Shares.” The Company ROFR shall be exercised by delivery by the Company of written notice to the Selling Founder and the Secretary of the Company). (b) The closing Option may be exercised in writing in whole or in part, from time to time, at the discretion of the Company (the “Option Notice”); provided, however, the Company must purchase at least 10,000 shares of Common Stock in connection with any such Option exercise and any such Option exercise cannot directly result in the KSA Group having Beneficial Ownership of less than 9.9% of the Offered Shares pursuant to this Section 5 then-total outstanding shares of Common Stock. (c) The Option Notice shall take place specify the number of shares of Common Stock being purchased, the resulting calculation of the Option Purchase Price, and the date on which such purchase shall be consummated, which date shall be within three business days of the delivery of the Option Notice (or such other time as the parties shall agree to, the “Option Closing Date”), at the offices of the Company on in Montvale, New Jersey. On the ROFR Purchase Option Closing Date. At such closing, the Selling Founder shall convey record and beneficial ownership applicable party of the Offered Shares KSA Group shall deliver to the Company in at a time the shares of Common Stock, free and place specified clear of all Liens (as defined below), and the applicable party of the KSA Group shall execute and deliver to the Company such instruments of conveyance and transfer as the Company may reasonably request, against delivery to the applicable party of the KSA Group by the Company of the Option Purchase Price by delivering certificates representing wire transfer of immediately available funds to an account designated by the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blank. (c) In applicable party of the event that the Company fails to exercise the Company ROFR during the Company ROFR Period, the Company shall be deemed to have rejected its right to exercise the Company ROFRKSA Group. (d) To “then-total outstanding shares of Common Stock” shall mean the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists number of consideration other than cash, the consideration required to be paid outstanding shares set forth by the Company and/or on the New Investors exercising their rights cover page of first refusal and options under Sections 5.4 and 5.5 hereof may consist of cash equal to its most recent Form 10-Q or Form 10-K filed with the value of such property, as determined in good faith by agreement of the Selling Founder and the Company and/or the New Investors, as applicable, acquiring such Offered SharesSEC.