Common use of Company's Option Clause in Contracts

Company's Option. The Company shall have an option for a period of ten (10) days (the “Company Option Period”) after receipt of the ROFO Notice to irrevocably offer to purchase some or all of the Offered Shares at the same price and subject to the same material terms and conditions as described in the ROFO Notice (the “Company’s Option”). The Company may exercise the Company’s Option and purchase all or part of the Offered Shares by notifying the Seller, with a copy to each of the Major Investors, in writing before expiration of the Company Option Period as to the number of such shares which it wishes to purchase. If the Company gives the Seller notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the ROFO Notice, unless the value of the purchase price has not yet been established pursuant to Section 3.1(e) (Valuation of Property). If the Company fails to exercise the Company’s Option in full within the Company Option Period, all or the remainder of the Offered Shares shall be subject to the Major Investor’s Option (as defined below) and Co-Sale Rights (as defined below); provided that the Company may waive its rights under this Section 3.1(b) (Company’s Option) prior to the expiration of the Company Option Period by giving written notice to the Seller, with a copy to the Major Investors.

Company's Option. The Company shall have an option for a period of ten (10) days (the “Company Option Period”) after from receipt of the ROFO Selling Shareholder Transfer Notice to irrevocably offer elect to purchase some or all of the Offered Shares at the same price and subject to the same material terms and conditions as described in the ROFO Notice (Selling Shareholder Transfer Notice. The price at which the “Company’s Option”)Company may exercise its right of first refusal will be the price offered by the prospective purchaser. The Company may exercise the Company’s Option and such purchase option and, thereby, purchase all (or part of a portion of) the Offered Shares by notifying the Seller, with a copy to each of the Major Investors, Selling Shareholder in writing before expiration of the Company Option Period such thirty (30) day period as to the number of such shares which that it wishes to purchasepurchase (the “Exercise Notice”). If the Company gives the Seller notice that it desires to purchase such sharesSelling Shareholder the Exercise Notice, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (455) days Business Days after the Company’s receipt delivery of the ROFO Exercise Notice, unless the value of the purchase price has not yet been established pursuant to Section 3.1(e5(e) (Valuation of Property)hereof. If the Company fails to exercise purchase all of the Company’s Option Offered Shares by exercising the option granted in full this Section 5(b) within the Company Option Periodthirty (30) day period provided, all or the remainder of the Offered Shares shall be subject to the Major Investor’s Option (as defined belowoptions granted to the Holders pursuant to Section 5(d) and Co-Sale Rights (as defined below); provided that the Company may waive its rights under this Section 3.1(b) (Company’s Option) prior to the expiration of the Company Option Period by giving written notice to the Seller, with a copy to the Major Investors6 hereof.

Company's Option. The If the Company declines to exercise in full the Company’s Purchase Rights (as defined in Section 4 below), or if the Company’s Purchase Rights are not applicable, the Company shall have an option for a period of ten (10) days (the “Company Option Period”) after from receipt of the ROFO Notice to irrevocably offer elect to purchase some or all of the Offered Shares at the same price and subject to the same material terms and conditions as described in the ROFO Notice and at a price equal to the lower of (i) the “price offered by the Prospective Transferee and (ii) the price most recently determined by the Company’s Option”)Board of Directors to be the fair market value of the Common Stock. The Company may exercise the Company’s Option such purchase option and thereby purchase all or part of the Offered Shares by notifying the Seller, with a copy to each of the Major Investors, Employee Shareholder in writing before expiration of the Company Option Period ten (10) day period as to the number of Company’s election to purchase such shares which it wishes to purchaseshares. If the Company gives the Seller Major Employee Shareholder notice that it desires to purchase such shares, then payment for the Offered Shares shall be made by check or wire transfer, against delivery of the Offered Shares to be purchased purchased, at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the ROFO Notice, unless the Notice contemplated a later closing with the Prospective Transferee or unless the value of the purchase price has not yet been established pursuant to Section 3.1(e) (Valuation of Property)2.5. If the Company fails to exercise purchase all of the Company’s Option Offered Shares by exercising the option granted in full this Section 2.2 within the Company Option Periodperiod provided, all or the remainder of the Offered Shares shall be subject to the Major Investor’s Option (as defined below) and Co-Sale Rights (as defined below); provided that the Company may waive its rights under this Section 3.1(b) (Company’s Option) prior options granted to the expiration of the Company Option Period by giving written notice Series D-1 Investors pursuant to the Seller, with a copy to the Major Investorsthis Agreement.

Company's Option. (a) The Company shall have an the option to repurchase for a cancellation all or any part of the Offered Shares. (b) If the Company desires to repurchase for cancellation all or any part of the Offered Shares, the Company must, within the thirty (30) day period of ten (10) days (the “Company Option Refusal Period”) after commencing on the date of receipt of the ROFO Transfer Notice by the Company, give written notice to irrevocably offer the Transferor of the Company’s election to purchase some repurchase for cancellation the Offered Shares at a price per share equal to the Offered Price. To the extent that the Company elects not to repurchase for cancellation any or all of the Offered Shares, the remaining Offered Shares at may be purchased by the same price and subject Preferred Share Holders as set forth in Section 4.4 below. A failure by the Company to exercise its right of first refusal within the same material terms and conditions as described in Company Refusal Period shall be deemed a waiver of such right, however such failure shall not affect the ROFO Notice (the “Company’s Option”). The Company may exercise the Company’s Option and purchase all or part right of first refusal of the Offered Shares by notifying the Seller, with a copy to each of the Major Investors, Preferred Share Holders as set forth in writing before expiration of the Company Option Period as to the number of such shares which it wishes to purchaseSection 4.4 below. If the Company gives the Seller notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-(c) Within five (455) days after the Company’s earlier of (i) receipt by the Transferor of notice from the ROFO Notice, unless the value of the purchase price has not yet been established Company pursuant to Section 3.1(e4.2 above, and (ii) (Valuation of Property). If the Company fails to exercise the Company’s Option in full within the Company Option Period, all or the remainder of the Offered Shares shall be subject to the Major Investor’s Option (as defined below) and Co-Sale Rights (as defined below); provided that the Company may waive its rights under this Section 3.1(b) (Company’s Option) prior to the expiration of the Company Option Period by giving Refusal Period, the Transferor will give written notice (the “Second Transfer Notice”) to the SellerPreferred Share Holder specifying either (A) that all or a portion of the Offered Shares were subscribed by the Company exercising its right of first refusal, with a copy and setting forth the number of Offered Shares not subscribed for by the Company, if any, or (B) that the Company waived its right to purchase any of the Major InvestorsOffered Shares. 4.4.

Company's Option. The Company shall have an option for a period of ten (10) days (the “Company Option Period”) after from receipt of the ROFO Transfer Notice to irrevocably offer elect to purchase some or all of the Offered Shares at the same price and subject to the same material terms and conditions as described in the ROFO Notice (the “Company’s Option”)Transfer Notice. The Company may may, by vote of a majority of the Board of Directors not including directors designated by such Transferring Holder, exercise the Company’s Option and such purchase option and, thereby, purchase all (or part of a portion of) the Offered Shares by notifying the Seller, with a copy to each of the Major Investors, Transferring Holder in writing before expiration of the Company Option Period such ten (10) day period as to the number of such shares which it wishes to purchase. If the Company gives the Seller Transferring Holder notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s 's receipt of the ROFO Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 3.1(e) (Valuation of Property). If the Company fails to exercise purchase all of the Company’s Option Offered Shares by exercising the option granted in full this Section 3.1(b) within the Company Option Periodperiod provided, all or the remainder of the Offered Shares shall be subject to the Major Investor’s Option (as defined below) and Co-Sale Rights (as defined below); provided that the Company may waive its rights under this Section 3.1(b) (Company’s Option) prior options granted to the expiration of the Company Option Period by giving written notice non-transferring Holders (each, a "Non-Transferring Holder") pursuant to the Seller, with a copy to the Major Investorsthis Agreement.

Company's Option. The Company shall have an option for a period of ten (10) days (from the “Company Option Period”) after Company’s receipt of the ROFO Transfer Notice to irrevocably offer elect to purchase some or all but not less than all of the Offered Shares at the same price and subject to the same material terms and conditions as described in the ROFO Notice (the “Company’s Option”)Transfer Notice. The Company may exercise the Company’s Option and such purchase option and, thereby, purchase all or part of the Offered Shares by notifying the Seller, with a copy to each of the Major Investors, Management Investor in writing before expiration of the Company Option Period such ten (10) day period as to the number of such shares which it wishes to purchase. If the Company gives the Seller Management Investor notice that it desires to purchase such shares, then such notice shall constitute an irrevocable commitment to purchase such shares and payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five thirty (4530) days Business Days after the Company’s receipt of the ROFO Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 3.1(e2.1(f) (Valuation or unless antitrust or other regulatory approvals or expirations of Property)legally mandated waiting periods require a closing at a later date. If the Company fails to exercise purchase all of the Company’s Option Offered Shares by exercising the option granted in full this Section 2.1(b) within the Company Option Periodperiod provided, all or the remainder of the Offered Shares shall be subject to the Major Investor’s Option options granted to each other Holder (as defined beloweach, a “Non-Selling Holder”) pursuant to this Agreement and Cothe Company shall provide the Non-Sale Rights Selling Holders with the Additional Transfer Notice (as defined below); provided that the Company may waive its rights under this Section 3.1(b) (Company’s Option) prior to the expiration of the Company Option Period by giving written notice to the Seller, with a copy to the Major Investors.