Common use of Company's Option Clause in Contracts

Company's Option. The Notice of Involuntary Transfer will constitute an irrevocable offer by the Interested Party to sell to the Company all or any portion of the Subject Shares that is not purchased by the Former Shareholder pursuant to Section 3(b), at a price equal to the greater of Equity Value or Implied Value, if the Involuntary Transfer occurs prior to August 1, 2010, and at Fair Market Value if the Involuntary Transfer occurs thereafter. The Company may elect to accept such offer in whole or in part only by delivering to the Interested Party written notice of its irrevocable election to accept such offer within 60 days after delivery of the Notice of Involuntary Transfer. Any Former Shareholder or Interested Party or affiliate thereof who is a member of the Company's Board of Directors will abstain from voting on the proposed purchase of the Subject Shares.

Company's Option. The Notice of Involuntary Transfer will constitute an irrevocable offer by the Interested Party to sell to the Company all or any portion of the Subject Shares that is not purchased by the Former Shareholder pursuant to Section 3(b), at a price equal to the greater of Equity Value or Implied Value, if the Involuntary Transfer occurs prior to August January 1, 20102011, and at Fair Market Value if the Involuntary Transfer occurs thereafter. The Company may elect to accept such offer in whole or in part only by delivering to the Interested Party written notice of its irrevocable election to accept such offer within 60 days after delivery of the Notice of Involuntary Transfer. Any Former Shareholder or Interested Party or affiliate thereof who is a member of the Company's Board of Directors will abstain from voting on the proposed purchase of the Subject Shares.