Common use of Conditions to Exercise; Termination Clause in Contracts

Conditions to Exercise; Termination. Grantee or any other person that shall become a holder of all or a part of the Option in accordance with the terms of this Agreement (each such person, including Grantee, being referred to as "Holder") may exercise the Option, in whole or in part, from time to time, and prior to the occurrence of an Exercise Termination Event (as defined below), provided that the Holder shall have delivered a written notice as provided in Section 2(d) within 120 days of the occurrence of a Triggering Event (as defined in Section 2(b)). The right to exercise the Option shall terminate upon either (i) the occurrence of the Effective Time (as defined in the Merger Agreement) or (ii) (A) if a Notice Date (as defined in Section 2(d) hereof) has not previously occurred, the close of business on the earlier of (x) the day that is 120 days after the date of a Triggering Event, (y) the date upon which the Merger Agreement is terminated if no Termination Fee could be payable by Issuer pursuant to the terms of the Merger Agreement upon the occurrence of certain events or the passage of time, and (z) 270 days following the date upon which the Merger Agreement is terminated, and (B) if the Notice Date has previously occurred, 120 days after the Notice Date (the events in (i) or (ii) being referred to as "Exercise Termination Events".)