Common use of Option of the Company Clause in Contracts

Option of the Company. As to any Shares subject to a Prohibited Transfer which the Company has declared effective under Paragraph 3.3(a), the Company shall have the option to purchase all (but not less than all) of such Shares. The purchase price shall be the lesser of (i) the price per share at which such Shares were Transferred or (ii) the Fair Market Value per Share as of the date of the Prohibited Transfer, which in the case of a Prohibited Transfer upon death or the termination of the Estate of a deceased Shareholder shall be deemed to be the date of the death of such Shareholder, as determined under Paragraph 3.4. The closing of the sale and the terms and conditions pursuant to which such purchase price shall be payable shall be as set forth in Paragraph 3.5. Such option shall be exercisable by written notice from the Company to the holder of such Shares which is given at any time within the one (1) year period which commences on the date the Company discovers such Prohibited Transfer (the “Exercise Period”). If the Company does not exercise such option within the Exercise Period, title to such Shares which were Transferred in violation of this Agreement shall vest in the holder thereof, who shall be bound by this Agreement as if such holder were an original party hereto; provided, however, that, as a condition precedent to the effectiveness of such Transfer, such holder (or a duly authorized signatory thereof) shall execute and deliver to the Company a counterpart to this Agreement.