Common use of Parent Option Clause in Contracts

Parent Option. (a) Parent and/or Seller shall have the right to purchase up to an aggregate of 19.9% of the Class 1 Stock immediately prior to the Closing for a per share purchase price equal to the per share purchase price paid or payable by other stockholders of Buyer on or prior to the Closing Date. Parent and/or Seller shall pay the aggregate purchase price for any shares to be purchased pursuant to this Section in cash, payable by wire transfer in immediately available funds to an account which Buyer shall designate in writing to Parent no less than two business days prior to the Closing Date. To exercise such right, Parent and/or Seller must deliver irrevocable written notice to Buyer within 45 days from the date hereof which indicates the percentage interest (after giving effect to its purchase) of Class 1 Stock that Parent and/or Seller desire to purchase hereunder, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parent, subject to the last sentence of this Section, to make such purchase on the Closing Date). No such notice shall be effective unless Parent and/or Seller concurrently delivers a notice under Section 11.3 of the Talegen Agreement which indicates Parent's and/or Seller's election to purchase the same aggregate percentage interest in the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall cease to have the right to purchase Class 1 Stock hereunder, whether or not their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section shall be void and of no effect. (b) Any Class 1 Stock purchased by Parent and/or Seller pursuant to paragraph (a) above shall be subject to the terms and conditions set forth in Exhibit J.

Parent Option. (a) TCD and the Shareholders hereby grant to Parent and/or Seller (and its nominees) an irrevocable option to cause the Merger to be consummated, exercisable only as provided in this Section 1.7 (the "Parent Option"). In the event that the Merger Shares (as defined in Section 2.1) shall not attain an aggregate Market Price of Fifteen Million Dollars ($15,000,000), on or prior to the date that is thirty (30) months from the date hereof (the "Peg Date"), then on the Peg Date and for a period of ten (10) days thereafter (the "Option Election Period"), Parent shall have the right to purchase up exercise the Parent Option by delivering written notice (the "Option Notice") to an aggregate of 19.9% TCD and the Shareholders stating that it is exercising the Parent Option. If Parent shall exercise the Parent Option, the Closing of the Class 1 Stock immediately prior to the Closing for a per share purchase price equal to the per share purchase price paid or payable by other stockholders of Buyer on or prior to the Closing Date. Parent and/or Seller Merger shall pay the aggregate purchase price for any shares to be purchased pursuant to this take place as set forth in Section in cash, payable by wire transfer in immediately available funds to an account which Buyer shall designate in writing to Parent no less than two business days prior to the Closing Date. To exercise such right, Parent and/or Seller must deliver irrevocable written notice to Buyer within 45 days from the date hereof which indicates the percentage interest (after giving effect to its purchase) of Class 1 Stock that Parent and/or Seller desire to purchase hereunder, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parent, subject to the last sentence of this Section, to make such purchase on the Closing Date1.6(a)(ii). No such notice shall be effective unless Parent and/or Seller concurrently delivers a notice under Section 11.3 of the Talegen Agreement which indicates Parent's and/or Seller's election to purchase the same aggregate percentage interest in the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall cease to have the right to purchase Class 1 Stock hereunder, whether or not their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section shall be void and of no effect. (b) Any Class 1 Stock purchased by If Parent and/or Seller pursuant shall exercise the Parent Option, then Parent shall pay to paragraph the Shareholders, in addition to the Merger Shares, the difference between $15,000,000 and the aggregate Option Market Price (aas defined in this Section 1.7) above of the Merger Shares (the "Deferred Payment"), payable on the date that is six (6) months from the date the Option Notice was delivered to TCD and the Shareholders, or such other date that shall be subject mutually agreed to by the Parent, on the one hand, and TCD and the Shareholders, on the other hand (the "Deferred Payment Date"). Such Deferred Payment shall be paid to the terms Shareholders, in Parent's sole and conditions absolute discretion, (i) in cash either by wire transfer of immediately available funds to the account(s) provided to Parent by the Shareholders at least five (5) days prior to the Deferred Payment Date or by bank check, (ii) in additional Parent Shares valued at the Option Market Price or (iii) in any combination of cash and additional Parent Shares as provided in clauses (i) and (ii) above; provided, however, that the amount of the Deferred Payment paid to the Shareholders in cash shall not exceed $7,500,000. The Deferred Payment shall be allocated to each Shareholder as set forth on Schedule 1.7. (c) If Parent shall exercise the Parent Option, on the Deferred Payment Date, in Exhibit J.addition to the Deferred Payment, Parent shall provide to the Shareholders a written notice setting forth in reasonable detail the calculation of the Deferred Payment, including the Option Market Price of the Merger Shares. (d) For purposes of this Section 1.7, the "Option Market Price" shall mean the average of the reported closing bid and asked prices, during the eight week period immediately prior to the Deferred Payment Date, on the on the over-the-counter bulletin board electronic quotation system maintained by the National Association of Securities Dealers, Inc., or any principal national securities exchange on which the security is listed or admitted to trading, or, in the absence or either, as determined by Parent's Board of Directors in its good faith discretion.

Parent Option. (a) TCD and the Shareholders hereby grant to Parent and/or Seller (and its nominees) an irrevocable option to cause the Merger to be consummated, exercisable only as provided in this Section 1.7 (the "Parent Option"). In the event that the Merger Shares (as defined in Section 2.1) shall not attain an aggregate Market Price of Fifteen Million Dollars ($15,000,000), on or prior to March 1, 2005 (the "Peg Date"), then on the Peg Date and for a period of ten (10) days thereafter (the "Option Election Period"), Parent shall have the right to purchase up exercise the Parent Option by delivering written notice (the "Option Notice") to an aggregate of 19.9% TCD and the Shareholders stating that it is exercising the Parent Option. If Parent shall exercise the Parent Option, the Closing of the Class 1 Stock immediately prior to the Closing for a per share purchase price equal to the per share purchase price paid or payable by other stockholders of Buyer on or prior to the Closing Date. Parent and/or Seller Merger shall pay the aggregate purchase price for any shares to be purchased pursuant to this take place as set forth in Section in cash, payable by wire transfer in immediately available funds to an account which Buyer shall designate in writing to Parent no less than two business days prior to the Closing Date. To exercise such right, Parent and/or Seller must deliver irrevocable written notice to Buyer within 45 days from the date hereof which indicates the percentage interest (after giving effect to its purchase) of Class 1 Stock that Parent and/or Seller desire to purchase hereunder, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parent, subject to the last sentence of this Section, to make such purchase on the Closing Date1.6(a)(ii). No such notice shall be effective unless Parent and/or Seller concurrently delivers a notice under Section 11.3 of the Talegen Agreement which indicates Parent's and/or Seller's election to purchase the same aggregate percentage interest in the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall cease to have the right to purchase Class 1 Stock hereunder, whether or not their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section shall be void and of no effect. (b) Any Class 1 Stock purchased by If Parent and/or Seller pursuant shall exercise the Parent Option, then Parent shall pay to paragraph the Shareholders, in addition to the Merger Shares, the difference between $15,000,000 and the aggregate Option Market Price (aas defined in this Section 1.7) above of the Merger Shares (the "Payment"), payable on the Closing Date or such other date that shall be subject mutually agreed to by the Parent, on the one hand, and TCD and the Shareholders, on the other hand (the "Payment Date"). Such Payment shall be paid to the terms Shareholders, in Parent's sole and conditions absolute discretion, (i) in cash either by wire transfer of immediately available funds to the account(s) provided to Parent by the Shareholders on the Closing Date, (ii) in additional Parent Shares valued at the Option Market Price or (iii) in any combination of cash and additional Parent Shares as provided in clauses (i) and (ii) above; provided, however, that the amount of the Payment paid to the Shareholders in cash shall not exceed $7,500,000. The Payment shall be allocated to each Shareholder as set forth on Schedule 1.7. (c) If Parent shall exercise the Parent Option, on the Payment Date, in Exhibit J.addition to the Payment, Parent shall provide to the Shareholders a written notice setting forth in reasonable detail the calculation of the Payment, including the Option Market Price of the Merger Shares, and balance sheets of Parent and Merger Sub, including a calculation of the "Total Debt" (as defined below). (d) For purposes of this Section 1.7, the "Option Market Price" shall mean the average of the reported closing bid and asked prices, during the eight week period immediately prior to the Payment Date, on the on the over-the-counter bulletin board electronic quotation system maintained by the National Association of Securities Dealers, Inc., or any principal national securities exchange on which the security is listed or admitted to trading, or, in the absence or either, as determined by the mutual agreement of Shareholders and Parent's Board of Directors.

Parent Option. (a) Parent and/or Seller shall have the right to purchase up to an aggregate of 19.9% of the Class 1 Holdings Common Stock immediately prior to the Closing for a per share purchase price equal to the per share purchase price paid or payable by other stockholders of Buyer Holdings on or prior to the Closing Date, provided that if investment partnerships affiliated with KKR shall have invested, as of the Closing Date, in a corporation which wholly-owns Holdings (rather than investing directly in Holdings), references to "Holdings Common Stock" in this Section 11.3, Sections 5.3, 5.7(b) and 9.3 and clause (b) of the definition of "Securities" contained in Section 1.1 shall be deemed to be references to the common stock of such corporation and references to "Holdings" and "New Talegen Holdings Corporation" in Section 9.3 shall be deemed to be references to such corporation. Parent and/or Seller shall pay the aggregate purchase price for any shares to be purchased pursuant to this Section in cash, payable by wire transfer in immediately available funds to an account which Buyer shall designate in writing to Parent no less than two business days prior to the Closing Date. To exercise such right, Parent and/or Seller must deliver irrevocable written notice to Buyer within 45 days from the date hereof which indicates the percentage interest (after giving effect to its purchase) of Class 1 Holdings Common Stock that Parent and/or Seller desire to purchase hereunder, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parent, subject to the last sentence of this Section, to make such purchase on the Closing Date). No such notice shall be effective unless Parent and/or Seller concurrently delivers a notice under Section 11.3 of the Talegen TRG Agreement which indicates Parent's and/or Seller's election to purchase the same aggregate percentage interest in the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall cease to have the right to purchase Class 1 Holdings Common Stock hereunder, whether or not their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section shall be void and of no effect. (b) Any Class 1 Stock purchased by Parent and/or Seller pursuant to paragraph (a) above shall be subject to the terms and conditions set forth in Exhibit J.

Parent Option. For a period of three business days after the giving of the Offering Notice pursuant to Section 3.3(a) (a) the "OPTION PERIOD"), Parent and/or Seller shall have the right (the "OPTION") but not the obligation to purchase up to an aggregate of 19.9% all (but not less than all) of the Class 1 Stock immediately prior to the Closing for Offered Securities at a per share purchase price equal to the per share Offer Price. If the consideration to be paid pursuant to such Private Sale is not in the form of cash, Parent may, at its election, exercise the Option by paying cash in the amount equal to the fair market value of the consideration to be paid to the Principal Stockholder. The parties, each acting through one or more senior officers of the rank of Vice President or higher as its representative, shall negotiate in good faith and alone (except for one assistant for each party) to determine such fair market value. If no agreement can be reached by such senior managers, then such fair market value shall be determined by a neutral arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. No sale may be made until a determination as to such fair value is reached, and such determination shall be made within 30 days of the Offering Notice. The right of Parent to purchase price paid any or payable all of the Offered Securities under this Section 3.3(b) shall be exercisable by other stockholders delivering written notice of Buyer on or the exercise thereof (the "ACCEPTANCE"), prior to the Closing Date. Parent and/or Seller expiration of the Option Period, to the Principal Stockholder, which notice shall pay state the aggregate purchase price for any shares number of Offered Securities proposed to be purchased pursuant by Parent. The failure of Parent to respond within the Option Period shall be deemed to be a waiver of the Option; PROVIDED that Parent may waive its rights under this Section in cash, payable by wire transfer in immediately available funds to an account which Buyer shall designate in writing to Parent no less than two business days 3.3(b) prior to the Closing Date. To exercise such right, Parent and/or Seller must deliver irrevocable expiration of the Option Period by giving written notice to Buyer within 45 days from the Principal Stockholder (the date hereof which indicates any such written waiver is received by the percentage interest (after giving effect to its purchase) of Class 1 Stock that Parent and/or Seller desire to purchase hereunderPrincipal Stockholder or, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parentif no written waiver is given, subject to the last sentence of this Section, to make such purchase on the Closing Date). No such notice shall be effective unless Parent and/or Seller concurrently delivers a notice under Section 11.3 date of the Talegen Agreement which indicates Parent's and/or Seller's election Option Period is referred to purchase as the same aggregate percentage interest in the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall cease to have the right to purchase Class 1 Stock hereunder, whether or not their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section shall be void and of no effect. (b) Any Class 1 Stock purchased by Parent and/or Seller pursuant to paragraph (a) above shall be subject to the terms and conditions set forth in Exhibit J."WAIVER DATE");