Common use of Option to Acquire Shares Clause in Contracts

Option to Acquire Shares. In order to induce Parent and the Purchaser to enter into the Merger Agreement, each Stockholder hereby grants to Parent an irrevocable option (a "Stock Option") to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser due to the failure of paragraph (g) or (h) of the conditions set forth in Annex A to the Merger Agreement, or (ii) the Merger Agreement is terminated by the Company pursuant to Section 9.1(c)(ii) thereof, each Stock Option shall, in any such case, become exercisable, in whole or in part, upon the first to occur of any such event and remain exercisable in whole or in part until the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the HSR Act required for the purchase of the Option Shares upon such exercise shall have expired or been waived, and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Options pursuant to this Agreement; provided, however, that if all HSR Act waiting periods shall not have expired or been waived or there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods or (B) the date of removal or lifting of such injunction or order. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholders identifying the place and date (not less than two nor more than five (5) business days from the date of the Notice) for the closing of such purchase. 4.

Option to Acquire Shares. (a) In order to induce Parent and the Purchaser to enter into event that the Merger Agreement is terminated by the Sub in accordance with Section 6.1(c) of the Merger Agreement or by the Company in accordance with Section 6.1(d) of the Merger Agreement, each Stockholder hereby grants at the option of the Parent, the Company shall issue to the Parent an irrevocable option or any Affiliate (a "as defined in the Merger Agreement) of the Parent 271,667 shares of Common Stock Option") to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") a purchase price equal to the Offer PricePer Share Merger Consideration (as defined in the Merger Agreement). If This right of the Parent to acquire shares of Common Stock is sometimes referred to in this Agreement as the "Option" and the entity purchasing such Option Shares is sometimes referred to as the "Option Share Purchaser". In the event that the Parent is entitled to and wishes to purchase all or some of the Option Shares, the Parent shall give the Company written notice (the date of which being herein referred to as the "Notice Date") within fifteen (15) days of the termination of the Merger Agreement specifying (i) the Offer is terminatedtotal number of Option Shares it will purchase, abandoned or withdrawn by Parent or the Purchaser due to the failure of paragraph (g) or (h) of the conditions set forth in Annex A to the Merger Agreement, or and (ii) a place and date not earlier than three (3) business days nor later than sixty (60) business days from the Merger Agreement is terminated by Notice Date for the Company pursuant to Section 9.1(c)(ii) thereof, each Stock Option shall, in any such case, become exercisable, in whole or in part, upon the first to occur of any such event and remain exercisable in whole or in part until the date which is 60 days after the date of the occurrence closing of such event purchase (the "60 Day PeriodClosing"); provided that if prior notification to or approval of any regulatory agency is required in connection with such purchase, so long as: (i) all the Parent and the Company shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods under shall have passed; and provided further, that the HSR Act required for Parent may, in the written notice referred to above, make the sale and purchase of the Option Shares upon contingent on the occurrence of the consummation of the transaction that is the subject of the Acquisition Proposal (as defined in the Merger Agreement) or Superior Proposal (as defined in the Merger Agreement) relating to any termination pursuant to Section 6.1(c) or Section 6.1(d) of the Merger Agreement, in which case (i) the Parent may defer the sale and purchase referred to above up to the time immediately prior to the consummation of such exercise shall have expired or been waived, other transaction and (ii) there such Option shall not expire on the one year anniversary of the termination of the Merger Agreement. The term "business day" for purposes of this Agreement means any day, excluding Saturdays, Sundays and any other day that is a legal holiday in the Commonwealth of Massachusetts or a day on which banking institutions in the Commonwealth of Massachusetts are authorized by law or executive order to close. At the Closing, the Option Share Purchaser shall pay to the Company the aggregate purchase price for the Shares purchased from the Company pursuant to this Section 2 in immediately available funds by a wire transfer to a bank account designated by the Option Share Purchaser. At such Closing, simultaneously with the delivery of immediately available funds as provided in this Section 2, the Company shall deliver to the Option Share Purchaser the certificate or certificates representing the number of Option Shares to be in purchased and any other documents reasonably requested by the Option Share Purchaser to effect any preliminary or final injunction or other order issued the issuance of the Option Shares to the Option Share Purchaser. Upon the giving by any Governmental Entity prohibiting the Parent to the Company of the written notice of exercise of the Option and the tender of the applicable purchase price in immediately available funds, the Option Share Purchaser shall be deemed to be the holder of record of the shares of Common Stock Options pursuant to this Agreement; providedissuable upon such exercise, however, notwithstanding that if all HSR Act waiting periods the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not have expired or been waived or there then be actually delivered to the Option Share Purchaser. The Company shall pay all expenses, and any and all United States federal, state and local taxes and other charges that may be payable in effect any such injunction or orderconnection with the preparation, issue and delivery of stock certificates under this Section 2 in each case on the expiration name of the 60 Day PeriodOption Share Purchaser or its assignee, the 60 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration transferee or waiver of all HSR Act waiting periods or (B) the date of removal or lifting of such injunction or order. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholders identifying the place and date (not less than two nor more than five (5) business days from the date of the Notice) for the closing of such purchase. 4designee.