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

REPURCHASE OF OPTION AND OPTION SHARES. (a) At the request of and upon notice by Grantee (the "Put Notice") at any time during the period during which the Option is exercisable pursuant to Section 2 (the "Purchase Period"), the Issuer (or any successor entity thereof) will purchase from Grantee all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, and all or any portion of the Option Shares, if any, acquired by Grantee pursuant thereto, at the price set forth in subparagraph (ii) below: (i) The difference between the "Market/Tender Offer Price" for the Common Stock as of the date Grantee gives notice of its intent to exercise its rights under this Section 7(a) (defined as the higher of (A) the highest price per share offered as of such date pursuant to any Acquisition Proposal which was made prior to such date and (B) the average closing sale price of Common Stock then on the Nasdaq National Market during the five (5) trading days ending on the trading day immediately preceding such date) and the Exercise Price, multiplied by the number of Common Stock purchasable pursuant to the Option, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Acquisition Proposal which involves consideration other than cash, the value of such consideration will be equal to the higher of (x) if securities of the same class of the proponent as such considerations are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Acquisition Proposal, or if no such value is ascribed, a value determined in good faith by the Board of Directors of the Issuer. (ii) The Market/Tender Offer Price multiplied by the number of shares of Common Stock so purchased.

REPURCHASE OF OPTION AND OPTION SHARES. (a) At the request of and upon notice by Grantee (the "Put Notice") at any time during the period during which the Option is exercisable pursuant to Section 2 (the "Purchase Period"), the Issuer (or any successor entity thereof) will purchase from Grantee all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, and all or any portion of the Option Shares, if any, acquired by Grantee pursuant thereto, at the price set forth in subparagraph (ii) below: (i) The the difference between the "Market/Tender Offer Price" for the Common Stock as of the date Grantee gives notice of its intent to exercise its rights under this Section 7(a) (defined as the higher of (A) the highest price per share offered as of such date pursuant to any Acquisition Proposal which was made prior to such date and (B) the average closing sale price of Common Stock then on the Nasdaq National Market during the five (5) trading days ending on the trading day immediately preceding such date) and the Exercise Price, multiplied by the number of Common Stock purchasable pursuant to the Option, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes of determining the highest price offered pursuant to any Acquisition Proposal which involves consideration other than cash, the value of such consideration will be equal to the higher of (x) if securities of the same class of the proponent as such considerations are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Acquisition Proposal, or if no such value is ascribed, a value determined in good faith by the Board of Directors of the Issuer. (ii) The Market/Tender Offer Price multiplied by the number of shares of Common Stock so purchased.

REPURCHASE OF OPTION AND OPTION SHARES. Within ten (a10) At Business Days following the request occurrence of and upon notice by a Repurchase Event (as defined herein), the Company shall (i) deliver an offer (an "Option Repurchase Offer") ----------------------- to repurchase the Option from Grantee at a price (the "Put NoticeOption Repurchase Price") at any time during the period during which the Option is exercisable pursuant to Section 2 (the "Purchase Period"), the Issuer (or any successor entity thereof) will purchase from Grantee all or any portion of the Option, ----------------------- equal to the extent not previously exercised, at the price set forth in subparagraph (i) below, and all or any portion of the Option Shares, if any, acquired amount by Grantee pursuant thereto, at the price set forth in subparagraph (ii) below: (i) The difference between the "Market/Tender Offer Price" for the Common Stock as of the date Grantee gives notice of its intent to exercise its rights under this Section 7(a) (defined as the higher of which (A) the highest price per share offered Competing Transaction Price (as of such date pursuant to any Acquisition Proposal which was made prior to such date and defined below) exceeds (B) the average closing sale Option Price, multiplied by the maximum number of shares for which the Option may then be exercised by the Grantee, and (ii) deliver an offer (an "Option Share Repurchase Offer") to repurchase the Option Shares from ----------------------------- each owner of Option Shares from time to time (each, an "Owner") at a price of Common Stock then on (the Nasdaq National Market during ----- "Option Share Repurchase Price") equal to the five amount by which (5A) trading days ending on the trading day immediately preceding such dateCompeting ----------------------------- Transaction Price exceeds (B) and the Exercise Option Price, multiplied by the number of Option Shares then held by such Owner. The term "Competing Transaction Price" --------------------------- shall mean, as of any date for the determination thereof, the price per share of Common Stock purchasable paid pursuant to the Option, but only if the Market/Tender Offer Price is greater than the Exercise Price. For purposes consummation of determining the highest price offered pursuant to any Acquisition Proposal which involves (such consummated Acquisition Proposal being referred to herein as a "Competing --------- Transaction") or, in the 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 will (on a fully diluted basis) shall be equal determined by a nationally recognized investment banking firm selected by Grantee and reasonably acceptable to the higher Company, which determination shall be conclusive for all purposes of (x) if securities of the same class of the proponent as such considerations are traded on any national securities exchange or by any registered securities association, a value based on the closing sale price or asked price for such securities on their principal trading market on such date and (y) the value ascribed to such consideration by the proponent of such Acquisition Proposal, or if no such value is ascribed, a value determined in good faith by the Board of Directors of the Issuerthis Agreement. (ii) The Market/Tender Offer Price multiplied by the number of shares of Common Stock so purchased.