Common use of Purchaser’s Option Clause in Contracts

Purchaser’s Option. The parties further agree as follows: ------------------ (a) Each Stockholder does hereby grant to Acquisition Sub an irrevocable option (collectively, with respect to all the Stockholders' Shares the "Option") to purchase all, but not less than all, such ------ Stockholder's Shares, subject to the terms and conditions of this Section and Section 17. (b) The exercise price for each Share of Stockholders Shares shall be the Per Share Amount. (c) In the event of any change in the number or kind of such Stockholder's Shares by reason of stock dividends, stock splits, recapitalizations, combinations, reclassifications, exchanges or changes of shares, then the exercise price for such Stockholder's Shares shall be adjusted appropriately so that the total amount to be paid upon exercise in whole of the Option with respect to such Stockholder's Shares would remain unchanged. (d) The Option may be exercised prior to the termination of this Agreement specified in Section 17 in the event that the Offer has expired or has otherwise been terminated and any Stockholder has failed to tender all of its Shares in accordance with Section 4 or has withdrawn any of its Shares tendered in the Offer prior to such expiration or termination. (e) In the event Acquisition Sub wishes to exercise the Option, Acquisition Sub shall send a written notice (the "Notice") to each ------ Stockholder specifying a date (not sooner than two nor later than ten business days from the date the Notice is given) for the closing of such purchase of all of such Stockholder's Shares (the "Closing"). The Closing ------- will take place at such location in New York, New York, as Acquisition Sub shall specify in the Notice. At the Closing, payment for such Stockholder's Shares then being purchased shall be made to such Stockholder by wire transfer in immediately available funds in the amount of the aggregate exercise price, against delivery to Acquisition Sub of (i) a certificate or certificates registered in its name evidencing such Shares duly endorsed for transfer and (ii) an affidavit of such Stockholder that is not a "foreign person" as defined in Section 1445(f)(3) of the Code. Such Shares will be imprinted with any legends required by applicable securities laws. (f) Parent and Acquisition Sub agree that, in the event that the Option is exercised, Acquisition Sub will agree to purchase from any holder of Shares with tag-along or similar rights granted by any Stockholder that wishes to sell its shares of Company Common Stock to Acquisition Sub of all shares of Company Common Stock of such holder on the same terms of the purchase pursuant to the exercise of the Option. (g) The obligations of such Stockholder to deliver, and Acquisition Sub to purchase and pay for, such Stockholder's Shares, or any portion thereof, upon exercise of the Option are subject to the conditions that (i) no preliminary or permanent injunction or other order prohibiting the delivery of such Stockholder's Shares issued by a court of competent jurisdiction shall be in effect and (ii) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired and the other Company Governmental Approvals and Parent Governmental Approvals, the failure of which to obtain would be reasonably expected to have a Material Adverse Effect or a Parent Material Adverse Effect ("Required Approvals"), ------------------ shall have been obtained or satisfied, as the case may be, on terms satisfactory to Parent in its reasonable discretion; provided that this -------- condition may not be asserted by any Stockholder with respect to any Required Approval if the potential penalty for any failure to receive such Required Approval will be borne only by Parent or Acquisition Sub. In the event that any of the aforesaid conditions has not been satisfied at or prior to the scheduled time of Closing, the Closing shall be delayed for such period as shall be necessary in order for such conditions to be satisfied, but in no event shall the Closing be delayed by more than 60 days. If the Closing does not occur within such period, the Option and the exercise of the Option shall terminate and be void. Termination of this Agreement after a Notice has been properly delivered under this Agreement will not terminate or otherwise affect the parties' obligations hereunder as to the exercise of the Option pursuant to such Notice. (h) The obligation of Acquisition Sub to purchase and pay for such Stockholder's Shares, or any portion thereof, upon exercise of the Option is also subject to the fulfillment, or waiver by Acquisition Sub, of the conditions (which may be waived by Acquisition Sub in its sole discretion) that (i) such Stockholder's representations and warranties contained in this Agreement, and the Company's representations and warranties contained in the Merger Agreement shall be true and correct on and as of the date of the Closing, as though such representations and warranties were made on such date, (ii) such Stockholder shall have performed in all material respects all of its covenants and agreements under this Agreement required to be performed at or prior to the Closing or the Company shall have performed in all material respects all of its covenants and agreements under the Merger Agreement required to be performed at or prior to the Closing hereunder, and (iii) such Stockholder shall have delivered to Parent and Acquisition Sub on the date of the Closing a certificate to such effect, and the Company shall have delivered to Parent and Acquisition Sub on the date of the Closing a certificate to such effect executed by the Chief Executive Officer of the Company. (i) Notwithstanding anything to the contrary, Parent and Acquisition Sub agree that, upon completion of the purchase of each Stockholder's Shares pursuant to the Option, there shall be no conditions to effect the Merger under the Merger Agreement or otherwise, except for the conditions set forth in Section 7.1(a) and (c) of the Merger Agreement. (j) Parent and Acquisition Sub agree not to terminate the Offer prior to its scheduled expiration date (determined in the manner provided in the Merger Agreement) if at such time, any Stockholder has failed to tender all of its Shares in accordance with Section 4 unless Parent or Acquisition Sub has first provided the Stockholders with one business days' prior written notice of its intent to terminate the Offer.

Purchaser’s Option. The parties further agree as follows: ------------------: (a) Each Stockholder Stockholder, other than any Excluded Stockholder, does hereby grant to Acquisition Sub an irrevocable option (collectively, with respect to all the Stockholders' Shares Shares, the "Option") to purchase all, but not less than all, from time to time any or all of such ------ Stockholder's Shares, subject to the terms and conditions of this Section 6 and Section 1718. (b) The exercise price for each Share share of Stockholders such Stockholder's Shares shall be the Per Share AmountOffer Price. (c) In If the event outstanding shares of any change in the Company Common Stock are changed into a different number or kind class of such Stockholder's Shares shares by reason of any stock dividendssplit, division or subdivision of shares, stock splitsdividend, recapitalizationsreverse stock split, combinations, reclassifications, exchanges or changes consolidation of shares, reclassification, recapitalization or other similar transaction, then the exercise price for such Stockholder's Shares shall be adjusted appropriately so that the total amount to be paid upon exercise in whole of the Option with respect to such Stockholder's Shares would remain unchanged. (d) The Option may be exercised in whole or in part prior to the termination of this Agreement specified in Section 17 18 in the event that the Offer has expired or has otherwise been terminated and any Stockholder has failed to tender all of its such Stockholder's Shares in accordance with Section 4 or has withdrawn any of its such Stockholder's Shares tendered in the Offer prior to such expiration or terminationtermination of the Offer. (e) In the event Acquisition Sub wishes to exercise the OptionOption with respect to any Stockholder's Shares, Acquisition Sub shall send a written notice (the "Notice") to each ------ such Stockholder specifying a date (not sooner than two nor later than ten business days from the date the Notice is given) for the closing of such purchase of any or all of such Stockholder's Shares (the "Option Closing"). The Option Closing ------- will take place at such location in New York, New York, as Acquisition Sub shall specify in the Notice. At the Option Closing, payment for such Stockholder's Shares then being purchased as indicated in the Notice shall be made to such Stockholder by wire transfer in immediately available funds in the amount of the aggregate exercise price, less any applicable withholding taxes, against delivery to Acquisition Sub of (i) a certificate or certificates registered in its name evidencing such Stockholder's Shares duly endorsed for transfer and (ii) an affidavit of such Stockholder that is not a "foreign person" as defined in Section 1445(f)(3) of the Codeproperly executed IRS Form W-9 or W-8BEN. Such Stockholder's Shares will be imprinted with any legends required by applicable securities laws. (f) Parent and Acquisition Sub agree that, in the event that the Option is exercised, Acquisition Sub will agree to purchase from any holder of Shares with tag-along or similar rights granted by any Stockholder that wishes to sell its shares of Company Common Stock to Acquisition Sub of all shares of Company Common Stock of such holder on the same terms of the purchase pursuant to the exercise of the Option. (g) The obligations of such Stockholder to deliver, and Acquisition of Sub to purchase and pay for, such Stockholder's Shares, or any portion thereof, upon at an Option Closing after exercise of the Option are subject to the conditions that (i) no preliminary or permanent injunction or other order Legal Restraint prohibiting the delivery of such Stockholder's Shares issued by a court of competent jurisdiction shall be in effect and effect, (ii) any waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall have been terminated or expired shall have expired, and the any other Company Governmental Approvals and Parent Governmental Approvalsapproval or waiting period under any other applicable competition, the failure of which to obtain would be reasonably expected to have a Material Adverse Effect merger control, antitrust or a Parent Material Adverse Effect ("Required Approvals"), ------------------ similar Law shall have been obtained or satisfiedterminated or shall have expired, as and (iii) the case may befilings required by the Exchange Act to be made by the Company, on terms satisfactory to Parent or Sub in its reasonable discretionconnection with this Agreement and the transactions contemplated hereby shall been so made; provided that this -------- the condition set forth in clause (iii) may not be asserted by any Stockholder with respect to any Required Approval if the potential penalty for any failure filings required to receive be made by such Required Approval will be borne only by Parent or Acquisition SubStockholder. In the event that any of the aforesaid conditions (i), (ii) or (iii) has not been satisfied at or prior to the scheduled time of Option Closing, the Option Closing shall be delayed for such period as shall be necessary in order for such conditions to be satisfied, but in no event shall the Closing be delayed by more than 60 days. If the Closing does not occur within such period, the Option and the exercise of the Option shall terminate and be void. Termination of this Agreement after a Notice has been properly delivered under this Agreement will not terminate or otherwise affect the parties' obligations hereunder as to the exercise of the Option pursuant to such Notice. (hg) The obligation of Acquisition Sub to purchase and pay for such Stockholder's Shares, or any portion thereof, upon exercise of the Option is also subject to the fulfillment, or waiver by Acquisition Sub, of the conditions (which may be waived by Acquisition Sub in its sole discretion) that (i) such Stockholder's representations and warranties contained in this Agreement, and the Company's representations and warranties contained in the Merger Agreement shall be true and correct on and as of the date of the Option Closing, as though such representations and warranties were made on such date, (ii) such Stockholder shall have performed in all material respects all of its covenants and agreements under this Agreement required to be performed at or prior to the Option Closing or the Company shall have performed in all material respects all of its covenants and agreements under the Merger Agreement required to be performed at or prior to the Closing hereunder, hereunder and (iii) such Stockholder shall have delivered to Parent and Acquisition Sub on the date of the Option Closing a certificate to such effect, and the Company shall have delivered to Parent and Acquisition Sub on the date of the Closing a certificate to such effect executed by the Chief Executive Officer of the Company. (i) Notwithstanding anything to the contrary, Parent and Acquisition Sub agree that, upon completion of the purchase of each Stockholder's Shares pursuant to the Option, there shall be no conditions to effect the Merger under the Merger Agreement or otherwise, except for the conditions set forth in Section 7.1(a) and (c) of the Merger Agreement. (j) Parent and Acquisition Sub agree not to terminate the Offer prior to its scheduled expiration date (determined in the manner provided in the Merger Agreement) if at such time, any Stockholder has failed to tender all of its Shares in accordance with Section 4 unless Parent or Acquisition Sub has first provided the Stockholders with one business days' prior written notice of its intent to terminate the Offer.

Purchaser’s Option. 2.1 On the date of this agreement, the Purchaser will pay the Purchaser’s Option Sum to the Owner. 2.2 The parties further agree Purchaser’s Option Sum forms part of the Sale Price. 2.3 In rerum for the Purchaser’s Option Sum, the Owner grants the Purchaser an option during the Purchaser’s Option Period to buy the Lands at the Sale Price for which the transfer of the Lands must take place before the expiry of the Purchaser’s Option Period unless extended in accordance with the terms of Clause 5.1. 2.4 The Purchaser agrees to pay the Owner the entirety of the Sale Price within the timeframe as follows: ------------------advised by ABSA Bank Zambia Pie and in any case no later than I 5th May 2023. Upon payment of the Sale Price in accordance with this Clause 2.4, the Owner shall issue the Purchaser a Compliance Confirmation Letter in accordance with Schedule 2 hereof confirming that: (a) Each Stockholder does hereby grant The Purchaser is entitled to Acquisition Sub an irrevocable option (collectively, with respect to all 70% of the Stockholders' Shares the "Option") to purchase all, but not less than all, such ------ Stockholder's Shares, subject to the terms Lands and conditions of this Section and Section 17.equipment agreed upon in schedule 2; and (b) The exercise price for each Share of Stockholders Shares shall be the Per Share Amount. (c) In the event of any change in the number or kind of such Stockholder's Shares by reason of stock dividends, stock splits, recapitalizations, combinations, reclassifications, exchanges or changes of shares, then the exercise price for such Stockholder's Shares shall be adjusted appropriately so that the total amount to be paid upon exercise in whole of the Option with respect to such Stockholder's Shares would remain unchanged. (d) The Option may be exercised prior to the termination of this Agreement specified in Section 17 in the event that the Offer has expired or has otherwise been terminated and any Stockholder has failed to tender all of its Shares in accordance with Section 4 or has withdrawn any of its Shares tendered in the Offer prior to such expiration or termination. (e) In the event Acquisition Sub wishes to exercise the Option, Acquisition Sub shall send a written notice (the "Notice") to each ------ Stockholder specifying a date (not sooner than two nor later than ten business days from the date the Notice is given) for the closing of such purchase of all of such Stockholder's Shares (the "Closing"). The Closing ------- will take place at such location in New York, New York, as Acquisition Sub shall specify in the Notice. At the Closing, payment for such Stockholder's Shares then being purchased shall be made to such Stockholder by wire transfer in immediately available funds in the amount of the aggregate exercise price, against delivery to Acquisition Sub of (i) a certificate or certificates registered in its name evidencing such Shares duly endorsed for transfer and (ii) an affidavit of such Stockholder that is not a "foreign person" as defined in Section 1445(f)(3) of the Code. Such Shares will be imprinted with any legends required by applicable securities laws. (f) Parent and Acquisition Sub agree that, in the event that the Option is exercised, Acquisition Sub will agree to purchase from any holder of Shares with tag-along or similar rights granted by any Stockholder that wishes to sell its shares of Company Common Stock to Acquisition Sub of all shares of Company Common Stock of such holder on the same terms of the purchase pursuant to the exercise of the Option. (g) The obligations of such Stockholder to deliver, and Acquisition Sub to purchase and pay for, such Stockholder's Shares, or any portion thereof, upon exercise of the Option are subject to the conditions that (i) no preliminary or permanent injunction or other order prohibiting the delivery of such Stockholder's Shares issued by a court of competent jurisdiction shall be in effect and (ii) any waiting period applicable to the Merger under the HSR Act Purchaser shall have terminated or expired and the other Company Governmental Approvals and Parent Governmental Approvals, the failure of which to obtain would be reasonably expected to have a Material Adverse Effect or a Parent Material Adverse Effect ("Required Approvals"), ------------------ shall have been obtained or satisfied, as the case may be, on terms satisfactory to Parent in its reasonable discretion; provided that this -------- condition may not be asserted by any Stockholder with respect to any Required Approval if the potential penalty for any failure to receive such Required Approval will be borne only by Parent or Acquisition Sub. In the event that any of the aforesaid conditions has not been satisfied at or prior to the scheduled time of Closing, the Closing shall be delayed for such period as shall be necessary in order for such conditions to be satisfied, but in no event shall the Closing be delayed by more than 60 days. If the Closing does not occur within such period, the Option and the exercise of the Option shall terminate and be void. Termination of this Agreement after a Notice has been properly delivered under this Agreement will not terminate or otherwise affect the parties' obligations hereunder as to the exercise of the Option pursuant to such Notice. (h) The obligation of Acquisition Sub to purchase and pay for such Stockholder's Shares, or any portion thereof, upon exercise of the Option is also subject to the fulfillment, or waiver by Acquisition Sub, of the conditions (which may be waived by Acquisition Sub in its sole discretion) that (i) such Stockholder's representations and warranties contained in this Agreement, and the Company's representations and warranties contained in the Merger Agreement shall be true and correct on and as of one year from the date of the Closing, as though such representations execution of this agreement to transfer 70% interest in the Lands and warranties were made on such date, equipment into its or (ii) such Stockholder shall have performed in all material respects all of its covenants and agreements under this Agreement required subject to be performed at or prior to the Closing or the Company shall have performed in all material respects all of its covenants and agreements under the Merger Agreement required to be performed at or prior to the Closing hereunder, and (iii) such Stockholder shall have delivered to Parent and Acquisition Sub on the date written consent of the Closing a certificate Owner) into the name of any other company. 2.5 The Owner acknowledges that the Compliance Confirmation Letter referred to such effectin Clause 2.4 above may be shown by the Purchaser to any other prospective third-party purchasers, and notwithstanding any obligations of confidentiality imposed by Clause 19 hereof. 2.6 Should the Company shall have delivered Purchaser fail to Parent and Acquisition Sub on the date make payment of the Closing a certificate Sale Price within the stipulated time of this agreement and within the timeframes required by any third party so to such effect executed by the Chief Executive Officer of the Company. (i) Notwithstanding anything to the contrary, Parent and Acquisition Sub agree that, upon completion of the purchase of each Stockholder's Shares pursuant to the Option, there shall be no conditions to effect the Merger under the Merger Agreement or otherwise, except for the conditions set forth in Section 7.1(a) and (c) of the Merger Agreement. (j) Parent and Acquisition Sub agree not to terminate the Offer prior to its scheduled expiration date (determined in the manner provided in the Merger Agreement) if at such time, any Stockholder has failed to tender all of its Shares ensure business continuity in accordance with Section 4 unless Parent or Acquisition Sub has first provided the Stockholders essence of this agreement and in particular Absa’s timelines agreement shall automatically terminate and the Purchaser shall be liable for any costs incurred by the Owner in furtherance of this agreement. 2.7 Payment of the Sale Price shall be subject to the parties obtaining any competition law approvals as may be required, in the absence of such approvals, the Purchaser shall pay the Sale Price into an escrow account in favour of the Owner and Absa Bank Zambia Pie and the monies shall be automatically released upon compliance with one business days' prior written notice of its intent to terminate the Offerany competition laws.

Purchaser’s Option. Landlord, as Seller, and Tenant, as Purchaser, shall be obligated to sell and purchase the Premises, or just Parcel B, in accordance with and subject to the provisions of this Article II. The parties further agree provisions of this Article II shall not be effective until Tenant shall have paid in full the Note as follows: ------------------ defined in the Asset Purchase Agreement (athe “Note”, and the date that Tenant has fully paid the Note is referred to herein as the “Inventory Paid Date”). From and after the Inventory Paid Date and until the date which is ninety (90) Each Stockholder does hereby grant days prior to Acquisition Sub an irrevocable option the Expiration Date, Tenant shall have the ongoing right to send a Closing Notice (collectively, as hereinafter defined) with respect to all (i) just Parcel B, or (ii) the Stockholders' Shares entire Premises. Notwithstanding the "Option") foregoing, Tenant’s right to purchase all, but not less than all, such ------ Stockholder's Shares, subject to the terms and conditions of this Section and Section 17. (b) The exercise price for each Share of Stockholders Shares shall be the Per Share Amount. (c) In the event of any change in the number or kind of such Stockholder's Shares by reason of stock dividends, stock splits, recapitalizations, combinations, reclassifications, exchanges or changes of shares, then the exercise price for such Stockholder's Shares shall be adjusted appropriately so that the total amount to be paid upon exercise in whole of the Option send a Closing Notice with respect to such Stockholder's Shares would remain unchanged. (d) The Option may be exercised prior the entire Premises shall immediately and automatically lapse upon Tenant sending a notification to Landlord deleting Parcel A from the termination operation of this Agreement specified in as contemplated by Section 17 in 2.2 of Article I hereof; from and after such date, Tenant shall only have the event that the Offer has expired or has otherwise been terminated and any Stockholder has failed right to tender all of its Shares in accordance with Section 4 or has withdrawn any of its Shares tendered in the Offer prior to such expiration or termination. (e) In the event Acquisition Sub wishes to exercise the Option, Acquisition Sub shall send a written notice (the "Notice") to each ------ Stockholder specifying a date (not sooner than two nor later than ten business days from the date the Closing Notice is given) for the closing of such purchase of all of such Stockholder's Shares (the "Closing"). The Closing ------- will take place at such location in New York, New York, as Acquisition Sub shall specify in the Notice. At the Closing, payment for such Stockholder's Shares then being purchased shall be made to such Stockholder by wire transfer in immediately available funds in the amount of the aggregate exercise price, against delivery to Acquisition Sub of (i) a certificate or certificates registered in its name evidencing such Shares duly endorsed for transfer and (ii) an affidavit of such Stockholder that is not a "foreign person" as defined in Section 1445(f)(3) of the Code. Such Shares will be imprinted with any legends required by applicable securities laws. (f) Parent and Acquisition Sub agree that, in the event that the Option is exercised, Acquisition Sub will agree to purchase from any holder of Shares with tag-along or similar rights granted by any Stockholder that wishes to sell its shares of Company Common Stock to Acquisition Sub of all shares of Company Common Stock of such holder on the same terms of the purchase pursuant to the exercise of the Option. (g) The obligations of such Stockholder to deliver, and Acquisition Sub to purchase and pay for, such Stockholder's Shares, or any portion thereof, upon exercise of the Option are subject to the conditions that (i) no preliminary or permanent injunction or other order prohibiting the delivery of such Stockholder's Shares issued by a court of competent jurisdiction shall be in effect and (ii) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired and the other Company Governmental Approvals and Parent Governmental Approvals, the failure of which to obtain would be reasonably expected to have a Material Adverse Effect or a Parent Material Adverse Effect ("Required Approvals"), ------------------ shall have been obtained or satisfied, as the case may be, on terms satisfactory to Parent in its reasonable discretion; provided that this -------- condition may not be asserted by any Stockholder with respect to any Required Approval if the potential penalty for any failure Parcel B. In addition, Tenant’s right to receive such Required Approval will be borne only by Parent or Acquisition Sub. In the event that any of the aforesaid conditions has not been satisfied at or prior send a Closing Notice with respect to the scheduled time of Closing, entire Premises shall immediately and automatically lapse upon the Closing shall be delayed for such period as shall be necessary in order for such conditions date which is three (3) months after the date that Landlord sends a notification to be satisfied, but in no event shall Tenant deleting Parcel A from the Closing be delayed by more than 60 days. If the Closing does not occur within such period, the Option and the exercise of the Option shall terminate and be void. Termination operation of this Agreement as contemplated by Section 2.2 of Article I hereof; from and after a Notice has been properly delivered under this Agreement will not terminate or otherwise affect the parties' obligations hereunder as to the exercise of the Option pursuant to such Notice. (h) The obligation of Acquisition Sub to purchase and pay for such Stockholder's Shares, or any portion thereof, upon exercise of the Option is also subject to the fulfillment, or waiver by Acquisition Sub, of the conditions (which may be waived by Acquisition Sub in its sole discretion) that (i) such Stockholder's representations and warranties contained in this Agreement, and the Company's representations and warranties contained in the Merger Agreement shall be true and correct on and as of the date of the Closing, as though such representations and warranties were made on such date, (ii) such Stockholder Tenant shall only have performed in all material respects all of its covenants and agreements under this Agreement required the right to be performed at or prior send a Closing Notice with respect to Parcel B. During the Closing or the Company shall have performed in all material respects all of its covenants and agreements under the Merger Agreement required to be performed at or prior to the Closing hereunder, and (iii) such Stockholder shall have delivered to Parent and Acquisition Sub on the date first three years of the Extended Term, if exercised, Tenant may send Landlord a Closing a certificate Notice with respect to such effect, and the Company shall have delivered to Parent and Acquisition Sub on the date of the Closing a certificate to such effect executed by the Chief Executive Officer of the Company. (i) Notwithstanding anything to the contrary, Parent and Acquisition Sub agree that, upon completion of the purchase of each Stockholder's Shares pursuant to the Option, Parcel B only; there shall be no conditions to effect purchase option during the Merger under the Merger Agreement or otherwise, except for the conditions set forth in Section 7.1(alast two (2) and (c) years of the Merger AgreementExtended Term, and there shall be no option to purchase Parcel A at any time during the Extended Term. At no time shall Tenant be permitted to send a Closing Notice with respect to just Parcel A. The Premises (or Parcel B, as applicable) shall be conveyed as contemplated by Section 4.1 of this Article II and shall be conveyed subject to the Permitted Title Exceptions (as hereinafter defined). (j) Parent and Acquisition Sub agree not to terminate the Offer prior to its scheduled expiration date (determined in the manner provided in the Merger Agreement) if at such time, any Stockholder has failed to tender all of its Shares in accordance with Section 4 unless Parent or Acquisition Sub has first provided the Stockholders with one business days' prior written notice of its intent to terminate the Offer.