Common use of Purchaser Option Clause in Contracts

Purchaser Option. 20.1. Shareholder hereby grants to the Purchaser an irrevocable option, exercisable as provided herein (the "Purchaser Option"), to purchase all of the ---------------- Shares (the "Purchaser Option Shares") at an exercise price determined as set ----------------------- forth below. The exercise price per Share shall be payable in shares of common stock, par value $.01 per share, of the Purchaser ("Purchaser Common Stock", ---------------------- each a "Purchaser Share") and shall equal the Per Share Merger Consideration (as --------------- defined in the Merger Agreement), it being understood that for purposes of determining the Per Share Merger Consideration in connection with this Agreement, the Weighted Average Sales Price (as defined in the Merger Agreement) of a Purchaser Share shall be determined with reference to the applicable exercise date of the Purchaser Option as opposed to the Closing Date (as defined in the Merger Agreement). 20.2. The Purchaser Option may be exercised by the Purchaser at any time after the Merger Agreement is terminated under circumstances which entitle the Purchaser to receive the amount provided for under Section 7(b)(ii) of the Merger Agreement until the 30th day following the termination of the Merger Agreement. If the Purchaser wishes to exercise the Purchaser Option, the Purchaser shall give written notice to the Shareholder of its exercise of the Purchaser Option, specifying the place, time and date, not earlier than three business days and not later than 20 days from the date such notice is given, for the closing of such purchase (the "Closing"). The exercise of the Purchaser ------- Option shall be effective on the date such notice of exercise is given. The Closing shall be held on the date specified in such notice unless, on such date, there shall be any preliminary or permanent injunction or other order by any court of competent jurisdiction or any other legal restraint or prohibition preventing the consummation of such purchase, in which event the Closing shall be held as soon as practicable following the lifting, termination or suspension of such injunction, order, restraint or prohibition (each party agreeing to use its best efforts to have such injunction, order, restraint or prohibition lifted, terminated or suspended), but in any event within two days thereof. Shareholder's obligations to sell Purchaser Option Shares upon exercise of the Purchaser Option are subject to the condition that there shall be no preliminary or permanent injunction or other order preventing or restricting the issuance of the Purchaser Option Shares to the Purchaser or the issuance of Purchaser Common Stock to Shareholder.