Common use of REPURCHASE OF OPTION AND OPTION SHARES Clause in Contracts

REPURCHASE OF OPTION AND OPTION SHARES. (a) Notwithstanding the provisions of Section 2(a), at any time commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 months thereafter, Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a share of Issuer Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)), multiplied by the number of shares of Issuer Common Stock with respect to which the Option has not been exercised (the "Option Repurchase Price"); and (ii) at the request of an owner of Option Shares from time to time, repurchase such number of Option Shares as such owner shall designate at a price equal to the Applicable Price as of the Section 7 Request Date multiplied by the number of Option Shares requested to be repurchased by such owner (the "Option Share Repurchase Price"). (b) If Grantee or an owner of Option Shares exercises its rights under this Section 7, Issuer shall, within 10 business days after the Section 7 Request Date, pay the Option Repurchase Price or Option Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or Option Shares, as the case may be. (c) For purposes of this Agreement, the following terms have the following meanings:

REPURCHASE OF OPTION AND OPTION SHARES. (a) Notwithstanding the provisions of Section 2(a), at any time commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 months thereafterafter the occurrence of a Purchase Event, Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a share of Issuer Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)), multiplied by the number of shares of Issuer Common Stock with respect to which the Option has not been exercised (the "Option Repurchase Price"); and (ii) at the request of an owner of Option Shares from time to time, repurchase such number of Option Shares as such owner shall designate at a price equal to the Applicable Price as of the Section 7 Request Date multiplied by the number of Option Shares requested to be repurchased by such owner (the "Option Share Repurchase Price"). (b) If Grantee or an owner of Option Shares exercises its rights under this Section 7, Issuer shall, within 10 business days after the Section 7 Request Date, pay the Option Repurchase Price or Option Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or Option Shares, as the case may be. (c) For purposes of this Agreement, the following terms have the following meanings:

REPURCHASE OF OPTION AND OPTION SHARES. (a) Notwithstanding the provisions of Section 2(a), at any time commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 months 90 days thereafter, Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a share of Issuer Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)), multiplied by the number of shares of Issuer Common Stock with respect to which the Option has not been exercised (the "Option Repurchase Price"); and (ii) at the request of an owner of Option Shares from time to time, repurchase such number of Option Shares as such owner shall designate at a price equal to the Applicable Price as of the Section 7 Request Date multiplied by the number of Option Shares requested to be repurchased by such owner (the "Option Share Repurchase Price"). (b) If Grantee or an owner of Option Shares exercises its rights under this Section 7, Issuer shall, within 10 business days after the Section 7 Request Date, pay the Option Repurchase Price or Option Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or Option Shares, as the case may be. (c) For purposes of this Agreement, the following terms have the following meanings:

REPURCHASE OF OPTION AND OPTION SHARES. (a) Notwithstanding the provisions of Section 2(a)2, at any time commencing upon the first occurrence of a Repurchase Purchase Event (as defined below) and ending 12 months thereafterupon termination of this Option in accordance with Section 2, Issuer (or any successor entity thereof) shall: : (i) at the written request of GranteeGrantee (any such request, a "Cash Exercise Notice"), repurchase from Grantee the Option or a portion thereof (if and to the extent not previously exercised or terminated) at a price which, subject to Section 10 below, is equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a share of Issuer Common Stock Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)6), multiplied by the number all or such portion of shares of Issuer Common Stock with respect to which the Option has not been exercised Shares subject to the Option as Grantee shall specify in the Cash Exercise Notice (the "Option Repurchase Price"); and ) and (ii) at the written request of Grantee (any such request, an owner of "Option Shares from time to timeNotice"), repurchase from Grantee such number of the Option Shares that have been issued upon exercise of the Option as such owner Grantee shall designate specify in the Option Shares Notice at a price which, subject to Section 10 below, is equal to the Applicable Price as of the Section 7 Request Date for a Share multiplied by the number of Option Shares requested to be repurchased by such owner so specified (the "Option Share Repurchase Price"). (b) If Grantee or an owner In connection with any exercise of Option Shares exercises its rights under this Section 7, Issuer shall, within 10 five business days after the Section 7 Request Date, pay the Option Repurchase Price or the Option Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such ownerowner of the Option or Option Shares, as the case may be, shall surrender to Issuer the Option or Option Shares, as applicable. Upon receipt by Grantee of the case may beOption Repurchase Price, the obligations of Issuer to deliver Option Shares pursuant to Section 3 of this Agreement shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice for which payment of the Option Repurchase Price has been received. (c) For purposes of this Agreement, the following terms have the following meanings:

REPURCHASE OF OPTION AND OPTION SHARES. (a) Notwithstanding Within ten (10) Business Days following the provisions of Section 2(a), at any time commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 months thereafterherein), Issuer (or any successor entity thereof) shall: the Company shall (i) at deliver an offer (an "Option Repurchase Offer") to repurchase the request of Grantee, repurchase Option from Grantee the Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a share of Issuer Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)), multiplied by the number of shares of Issuer Common Stock with respect to which the Option has not been exercised (the "Option Repurchase Price"); and ) equal to the amount by which (A) the Competing Transaction Price (as defined below) exceeds (B) the Option Price, multiplied by the maximum number of shares for which the Option may then be exercised by the Grantee, and (ii) at deliver an offer (an "Option Share Repurchase Offer") to repurchase the request of an Option Shares from each owner of Option Shares from time to timetime (each, repurchase such number of Option Shares as such owner shall designate an "Owner") at a price equal to the Applicable Price as of the Section 7 Request Date multiplied by the number of Option Shares requested to be repurchased by such owner (the "Option Share Repurchase Price"). ) equal to the amount by which (bA) If Grantee or an owner the Competing Transaction Price exceeds (B) the Option Price, multiplied by the number of Option Shares exercises its rights under this Section 7, Issuer shall, within 10 business days after the Section 7 Request Date, pay the Option Repurchase Price or Option Share Repurchase then held by such Owner. The term "Competing Transaction Price" shall mean, as of any date for the case may bedetermination thereof, the price per share of Common Stock paid pursuant to the consummation of any Acquisition Proposal (such consummated Acquisition Proposal being referred to herein as a "Competing Transaction") or, in immediately available fundsthe event of a sale of assets of the Company, the last per-share sale price of Company Common Stock on the fourth trading day following the announcement of such sale. If the consideration paid or received in the Competing Transaction shall be other than in cash, the per share value of such consideration (on a fully diluted basis) shall be determined by a nationally recognized investment banking firm selected by Grantee and Grantee or such ownerreasonably acceptable to the Company, as the case may be, which determination shall surrender to Issuer the Option or Option Shares, as the case may be. (c) For be conclusive for all purposes of this Agreement, the following terms have the following meanings:.

REPURCHASE OF OPTION AND OPTION SHARES. (a) Notwithstanding the -------------------------------------- provisions of Section 2(a), at any time commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 months thereafter, Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a share of Issuer Common Stock Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)6), multiplied by the number of shares of Issuer Common Stock Shares with respect to which the Option has not been exercised (the "Option Repurchase Price"); andand ----------------------- (ii) at the request of an owner of Option Shares from time to time, repurchase such number all but not less than all of the Option Shares as owned directly or indirectly by such owner shall designate at a price equal to the Applicable Price as of the Section 7 Request Date multiplied by the number of Option Shares requested to be repurchased owned directly or indirectly by such owner (the "Option Share Repurchase Price").. ----------------------------- (b) If Grantee Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or an owner any successor entity thereof) may, at its election, repurchase the Option (if and to the extent not previously exercised or terminated) or all but not less than all of the Option Shares exercises its at the Option Repurchase Price or the Option Share Repurchase Price, as the case may be. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 10 business days after the Section 7 Request Date, pay the Option Repurchase Price or Option Share Repurchase Price, as the case may be, in immediately immedi ately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or the Option Shares, as the case may be. (cd) For purposes of this Agreement, the following terms have the following meanings:

REPURCHASE OF OPTION AND OPTION SHARES. (a) Notwithstanding the provisions of Section 2(a), at any time commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 months thereafter, Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a share of Issuer Common Stock Share over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)6), multiplied by the number of shares of Issuer Common Stock Shares with respect to which the Option has not been exercised (the "Option Repurchase Price"); and (ii) at the request of an owner of Option Shares from time to time, repurchase such number all but not less than all of the Option Shares as owned directly or indirectly by such owner shall designate at a price equal to the Applicable Price as of the Section 7 Request Date multiplied by the number of Option Shares requested to be repurchased owned directly or indirectly by such owner (the "Option Share Repurchase Price"). (b) If Grantee Notwithstanding the provisions of Section 2(a), at any time following the occurrence of a Purchase Event, Issuer (or an owner any successor entity thereof) may, at its election, repurchase the Option (if and to the extent not previously exercised or terminated) or all but not less than all of the Option Shares exercises its at the Option Repurchase Price or the Option Share Repurchase Price, as the case may be. (c) In connection with any exercise of rights under this Section 7, Issuer shall, within 10 business days after the Section 7 Request Date, pay the Option Repurchase Price or Option Share Repurchase Price, as the he case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or the Option Shares, as the case may be. (cd) For purposes of this Agreement, the following terms have the following meanings:

REPURCHASE OF OPTION AND OPTION SHARES. (a) Notwithstanding the provisions of Section 2(a), but subject to Section 15 hereof, at any time commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 months thereafterafter the occurrence of a Purchase Event, Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a share of Issuer Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)), multiplied by the number of shares of Issuer Common Stock with respect to which the Option has not been exercised (the "Option Repurchase Price"); and (ii) at the request of an owner of Option Shares from time to time, repurchase such number of Option Shares as such owner shall designate at a price equal to the Applicable Price as of the Section 7 Request Date multiplied by the number of Option Shares requested to be repurchased by such owner (the "Option Share Repurchase Price"). (b) If Grantee or an owner of Option Shares exercises its rights under this Section 7, Issuer shall, within 10 business days after the Section 7 Request Date, pay the Option Repurchase Price or Option Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or Option Shares, as the case may be. (c) For purposes of this Agreement, the following terms have the following meanings:

REPURCHASE OF OPTION AND OPTION SHARES. (a) Notwithstanding the provisions of Section 2(a), but subject to Section 15 hereof, at any time commencing upon the first occurrence of a Repurchase Event (as defined below) and ending 12 months thereafterafter the occurrence of a Purchase Event, Issuer (or any successor entity thereof) shall: (i) at the request of Grantee, repurchase from Grantee the Option (if and to the extent not previously exercised or terminated) at a price equal to the excess, if any, of (x) the Applicable Price (as defined below) as of the Section 7 Request Date (as defined below) for a share of Issuer Common Stock over (y) the Purchase Price (subject to adjustment pursuant to Section 6(a)), multiplied by the number of shares of Issuer Common Stock with respect to which the Option has not been exercised (the "Option Repurchase Price"); and (ii) at the request of an owner of Option Shares from time to time, repurchase such number of Option Shares as such owner shall designate at a price equal to the Applicable Price as of the Section 7 Request Date multiplied by the number of Option Shares requested to be repurchased by such owner (the "Option Share Repurchase Price"). (b) If Grantee or an owner of Option Shares exercises its rights under this Section 7, Issuer shall, within 10 business days after the Section 7 Request Date, pay the Option Repurchase Price or Option Share Repurchase Price, as the case may be, in immediately available funds, and Grantee or such owner, as the case may be, shall surrender to Issuer the Option or Option Shares, as the case may be. (c) For purposes of this Agreement, the following terms have the following meanings: