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

REPURCHASE OF OPTION AND OPTION SHARES. (a) Within ten business days following the occurrence of a Repurchase Event (as defined below), Issuer shall (i) deliver an offer (a "REPURCHASE OFFER") to repurchase the Option from Grantee at a price (the "OPTION REPURCHASE PRICE") equal to the amount by which (A) the Alternative Transaction Price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which the Option may then be exercised, and (ii) deliver an offer (also, a "REPURCHASE OFFER") to repurchase the Option Shares from each owner of Option Shares from time to time (each, an "OWNER") at a price (the "OPTION SHARE REPURCHASE PRICE") equal to the Alternative Transaction Price multiplied by the number of Option Shares then held by such Owner. The term "ALTERNATIVE TRANSACTION PRICE" shall mean, as of any date for the determination thereof, the price per share of Common Stock paid pursuant to the Alternative Transaction or, in the event of a sale of assets of Issuer, the last per-share sale price of Common Stock on the fourth trading day following the announcement of such sale. If the consideration paid or received in the Alternative Transaction shall be other than in cash, the value of such consideration shall be determined by a nationally recognized investment banking firm selected by Grantee, which determination shall be conclusive for all purposes of this Agreement.

REPURCHASE OF OPTION AND OPTION SHARES. (a) Within ten business days (10) Business Days following the occurrence of a Repurchase Event (as defined belowherein), Issuer the Company shall (i) deliver an offer (a an "REPURCHASE OFFEROption Repurchase Offer") to repurchase the Option from Grantee at a price (the "OPTION REPURCHASE PRICEOption Repurchase Price") equal to the amount by which (A) the Alternative 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 exercisedexercised by the Grantee, and (ii) deliver an offer (also, a an "REPURCHASE OFFEROption Share Repurchase Offer") to repurchase the Option Shares from each owner of Option Shares from time to time (each, an "OWNEROwner") at a price (the "OPTION SHARE REPURCHASE PRICEOption Share Repurchase Price") equal to the Alternative amount by which (A) the Competing Transaction Price exceeds (B) the Option Price, multiplied by the number of Option Shares then held by such Owner. The term "ALTERNATIVE TRANSACTION PRICECompeting Transaction Price" shall mean, as of any date for the determination thereof, the price per share of Common Stock paid pursuant to the Alternative Transaction consummation of any Acquisition Proposal (such consummated Acquisition Proposal being referred to herein as a "Competing Transaction") or, in the event of a sale of assets of Issuerthe 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 Alternative 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 GranteeGrantee and reasonably acceptable to the Company, which determination shall be conclusive for all purposes of this Agreement.

REPURCHASE OF OPTION AND OPTION SHARES. (a) Within ten business days following the occurrence of a Repurchase Event (as defined below), Issuer shall (i) deliver an offer (a "REPURCHASE OFFERRepurchase Offer") to repurchase the Option from Grantee at a price (the "OPTION REPURCHASE PRICEOption Repurchase Price") equal to the amount by which (A) the Alternative Transaction Price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which the Option may then be exercised, and (ii) deliver an offer (also, a "REPURCHASE OFFERRepurchase Offer") to repurchase the Option Shares from each owner of Option Shares from time to time (each, an "OWNER") Grantee at a price (the "OPTION SHARE REPURCHASE PRICEOption Share Repurchase Price") equal to the Alternative Transaction Price multiplied by the number of Option Shares then held by such OwnerGrantee. The term "ALTERNATIVE TRANSACTION PRICEAlternative Transaction Price" shall mean, as of any date for the determination thereof, the price per share of Common Stock paid pursuant to the Alternative Transaction or, in the event of a sale of assets of Issuer, the last per-per share sale price of Common Stock on the fourth trading day following the announcement of such sale. If the consideration paid or received in the Alternative Transaction shall be other than in cash, the value of such consideration shall be determined by a nationally recognized investment banking firm selected by Grantee, which determination shall be conclusive for all purposes of this Agreement.

REPURCHASE OF OPTION AND OPTION SHARES. (a) Within ten business days -------------------------------------- following the occurrence of a Repurchase Event (as defined below), Issuer shall (i) deliver an offer (a "REPURCHASE OFFERRepurchase Offer") to repurchase the Option from Grantee at a price (the "OPTION REPURCHASE PRICEOption Repurchase Price") equal to the amount by which (A) the Alternative Transaction Price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which the Option may then be exercised, and (ii) deliver an offer (also, a "REPURCHASE OFFERRepurchase Offer") to repurchase the Option Shares from each owner of Option Shares from time to time (each, an "OWNER") Grantee at a price (the "OPTION SHARE REPURCHASE PRICEOption Share Repurchase Price") equal to the Alternative Transaction Price multiplied by the number of Option Shares then held by such OwnerGrantee. The term "ALTERNATIVE TRANSACTION PRICEAlternative Transaction Price" shall mean, as of any date for the determination thereof, the price per share of Common Stock paid pursuant to the Alternative Transaction or, in the event of a sale of assets of Issuer, the last per-per share sale price of Common Stock on the fourth trading day following the announcement of such sale. If the consideration paid or received in the Alternative Transaction shall be other than in cash, the value of such consideration shall be determined by a nationally recognized investment banking firm selected by Grantee, which determination shall be conclusive for all purposes of this Agreement.