Common use of Purchase Option - Other Stockholders Clause in Contracts

Purchase Option - Other Stockholders. If the conditions ------------------------------------ prescribed in Section 3.1.1 hereof have been met in connection with the proposed sale of the Offered Shares by Xxxxxx, the remaining Stockholders, pro rata in accordance with their respective ownership interests in the total number of Shares owned by such Stockholders (as of the day immediately preceding the receipt of the Stockholder Sale Notice) shall then have a purchase option (the "Purchase Option"), for a period of ten (10) calendar days thereafter, to elect to purchase all, or any part, of the Offered Shares at a purchase price that is equal to 120% of the purchase price and otherwise substantially upon the terms specified in the Stockholder Sale Notice. If all remaining Stockholders do not exercise their Purchase Option as to the entire part of the Offered Shares to which they are entitled, then the Stockholder electing to purchase shall have the right to elect to purchase the remaining part of the Offered Shares available for purchase. If the Stockholders so exercising their Purchase Option shall, within the ten (10) calendar day period, deliver to Xxxxxx an exercise notice (the "Exercise Notice") so informing Xxxxxx, then, at the time the Exercise Notice is received by Xxxxxx a binding agreement shall arise between Xxxxxx and the electing Stockholders concerning the sale of such Shares in accordance with this Article. Notwithstanding the foregoing, however, if the remaining Stockholders do not elect to purchase all of the Offered Shares subject to the right of first refusal pursuant to this Article III, Xxxxxx may sell or dispose of all of the Offered Shares to the Person described in the Stockholder Sale Notice and upon the terms set forth in the Stockholder Sale Notice, which Shares shall be free from any claim or restriction under this Agreement. Any such sale of the Offered Shares must be effected within thirty (30) calendar days after the termination of the Stockholders' Purchase Option. If no such sale is effected within said thirty (30) calendar day period, or if the identity of the proposed purchaser or the terms of the Bona Fide Offer change materially from those specified in the Stockholder Sale Notice, or if a sale of the Offered Shares is effected upon terms materially different from those set forth in the Stockholder Sale Notice, the Offered Shares shall once again be subject to the provisions of this Article III.

Purchase Option - Other Stockholders. If the ------------------------------------ conditions ------------------------------------ prescribed in Section 3.1.1 hereof have been met in connection with the proposed sale of the Offered Shares by Xxxxxx, the remaining Stockholders, pro rata in accordance with their respective ownership interests in the total number of Shares owned by such Stockholders (as of the day immediately preceding the receipt of the Stockholder Sale Notice) shall then have a purchase option (the "Purchase Option"), for a period of ten (10) calendar days thereafter, to elect to purchase all, or any part, of the Offered Shares at a purchase price that is equal to 120% of the purchase price and otherwise substantially upon the terms specified in the Stockholder Sale Notice. If all remaining Stockholders do not exercise their Purchase Option as to the entire part of the Offered Shares to which they are entitled, then the Stockholder electing to purchase shall have the right to elect to purchase the remaining part of the Offered Shares available for purchase. If the Stockholders so exercising their Purchase Option shall, within the ten (10) calendar day period, deliver to Xxxxxx an exercise notice (the "Exercise Notice") so informing Xxxxxx, then, at the time the Exercise Notice is received by Xxxxxx a binding agreement shall arise between Xxxxxx and the electing Stockholders concerning the sale of such Shares in accordance with this Article. Notwithstanding the foregoing, however, if the remaining Stockholders do not elect to purchase all of the Offered Shares subject to the right of first refusal pursuant to this Article III, Xxxxxx may sell or dispose of all of the Offered Shares to the Person described in the Stockholder Sale Notice and upon the terms set forth in the Stockholder Sale Notice, which Shares shall be free from any claim or restriction under this Agreement. Any such sale of the Offered Shares must be effected within thirty (30) calendar days after the termination of the Stockholders' Purchase Option. If no such sale is effected within said thirty (30) calendar day period, or if the identity of the proposed purchaser or the terms of the Bona Fide Offer change materially from those specified in the Stockholder Sale Notice, or if a sale of the Offered Shares is effected upon terms materially different from those set forth in the Stockholder Sale Notice, the Offered Shares shall once again be subject to the provisions of this Article III.

Purchase Option - Other Stockholders. If the conditions ------------------------------------ prescribed in Section 3.1.1 hereof have been met in connection with the proposed sale of the Offered Shares by XxxxxxIngrxx, the xxe remaining Stockholders, pro rata in accordance with their respective ownership interests in the total number of Shares owned by such Stockholders (as of the day immediately preceding the receipt of the Stockholder Sale Notice) shall then have a purchase option (the "Purchase Option"), for a period of ten (10) calendar days thereafter, to elect to purchase all, or any part, of the Offered Shares at a purchase price that is equal to 120% of the purchase price and otherwise substantially upon the terms specified in the Stockholder Sale Notice. If all remaining Stockholders do not exercise their Purchase Option as to the entire part of the Offered Shares to which they are entitled, then the Stockholder electing to purchase shall have the right to elect to purchase the remaining part of the Offered Shares available for purchase. If the Stockholders so exercising their Purchase Option shall, within the ten (10) calendar day period, deliver to Xxxxxx an Ingrxx xx exercise notice (the "Exercise Notice") so informing XxxxxxIngrxx, thenxxen, at the time the Exercise Notice is received by Xxxxxx a binding Ingrxx x xinding agreement shall arise between Xxxxxx and Ingrxx xxx the electing Stockholders concerning the sale of such Shares in accordance with this Article. Notwithstanding the foregoing, however, if the remaining Stockholders do not elect to purchase all of the Offered Shares subject to the right of first refusal pursuant to this Article III, Xxxxxx may Ingrxx xxx sell or dispose of all of the Offered Shares to the Person described in the Stockholder Sale Notice and upon the terms set forth in the Stockholder Sale Notice, which Shares shall be free from any claim or restriction under this Agreement. Any such sale of the Offered Shares must be effected within thirty (30) calendar days after the termination of the Stockholders' Purchase Option. If no such sale is effected within said thirty (30) calendar day period, or if the identity of the proposed purchaser or the terms of the Bona Fide Offer change materially from those specified in the Stockholder Sale Notice, or if a sale of the Offered Shares is effected upon terms materially different from those set forth in the Stockholder Sale Notice, the Offered Shares shall once again be subject to the provisions of this Article III.