Common use of Repurchase; Repurchase Price Clause in Contracts

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of Holder, delivered in writing within 120 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase the Option from Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b))) multiplied by the amount by which the Market/Offer Price (as defined below) exceeds the Option Price or (ii) at the request of any owner of Option Shares (an "Owner") delivered in writing within 120 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such Owner as such Owner shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares designated multiplied by the Market/Offer Price. The term "Market/Offer Price" shall mean the highest of (x) the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (z) the average closing price for shares of Common Stock on the New York Stock Exchange (the "NYSE") (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for the twenty consecutive trading days immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer is made for the Common Stock or an agreement is entered into for a merger, share exchange, consolidation or reorganization involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock shall be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer and Holder or Owner, as the case may be.

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of a Holder, delivered in writing within 120 180 days of such occurrence (or such later period as provided pro vided in Section 2(d2(e) with respect to any required notice or application or in Section 10), Issuer shall repurchase the Option from the Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b)below)) multiplied by the amount by which the Marketmarket/Offer Price offer price (as defined below) exceeds the Option Price or and (ii) at the request of a Holder or any owner person who has been a Holder (for purposes of Option Shares (an this Section 9 only, each such person being referred to as a "OwnerHolder") ), delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d2(e) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such Owner Holder as such Owner the Holder shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares designated multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Priceoffer price" shall mean the highest of (x) the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (z) the average highest closing price for shares of Common Stock on the New York Stock Exchange (the "NYSE") NYSE (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated auto mated quotation system on which the Common Stock is then listed or quoted) for within the twenty consecutive trading days six-month period immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer is made for the Common Stock or an agreement is entered into for a merger, share exchange, consolidation or reorganization involving consideration consid eration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock shall be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer and Holder or Owner, as the case may beIssuer.

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event and prior to an Exercise Termination Event, (i) at the request of Holder, delivered in writing within 120 150 days of such this occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase the Option from Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b))) multiplied by the amount by which the Market/Offer Price (as defined below) exceeds the Option Price or (ii) at the request of any owner of Option Shares (an "Owner") delivered in writing within 120 150 days of such this occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such the Owner as such the Owner shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares designated multiplied by the Market/Offer Price. The term "Market/Offer Price" shall mean the highest of (x) the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such the intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock to be paid by any third party pursuant to an a valid agreement with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and or (z) the average closing price for shares of Common Stock on the New York Stock Exchange (the "NYSE") (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for the twenty consecutive trading days immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer is made for the Common Stock or an agreement is entered into for a merger, share exchange, consolidation or reorganization involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock shall be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer and Holder or Owner, as the case may be.

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of a Holder, delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer Grantor shall repurchase the Option from the Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b)below)) multiplied by the amount by which the Marketmarket/Offer Price offer price (as defined below) exceeds the Option Price or and (ii) at the request of a Holder or any owner person who has been a Holder (for purposes of Option Shares (an this Section 9 only, each such person being referred to as a "OwnerHolder") ), delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer Grantor shall repurchase such number of Option Shares from such Owner Holder as such Owner the Holder shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares designated multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Priceoffer price" shall mean the highest of (x) the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice Grantor and (z) the average closing highest trading price for shares of Common Stock on the New York Stock Exchange (the "NYSE") NYSE (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for within the twenty consecutive trading days six-month period immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer is made for the Common Stock or an agreement is entered into for a merger, share exchange, consolidation or reorganization involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock shall (I) if such consideration is in securities and such securities are listed on a national securities exchange, be determined to be the highest trading price for such securities on such national securities exchange within the six-month period immediately preceding the delivery of the Repurchase Notice or (II) if such consideration is not securities, or if in securities and such securities are not traded on a national securities exchange, be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer an investment banking firm designated by Grantee and Holder or Owner, as the case may bean investment banking firm designated by Grantor.

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of a Holder, delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase the Option from the Holder, in whole or in part, at a price (the "Option the"Option Repurchase Price") equal to the number of shares of Common Stock Shares then purchasable upon exercise of the Option (or such lesser number of shares Shares as may be designated in the Repurchase Notice (as defined in Section 9(b))Notice) multiplied by the amount by which the Marketmarket/Offer Price (as defined below) offer price exceeds the Option Price or and (ii) at the request of a Holder or any owner person who has been a Holder (for purposes of Option Shares (an this Section 9 only, each such person being referred to as a "OwnerHolder") ), delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such Owner Holder as such Owner the Holder shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares Shares designated multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Priceoffer price" shall mean the highest of (x) the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock Share to be paid by any third party pursuant to an agreement relating to an Acquisition Proposal with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (zy) the average closing highest trading price for shares of Common Stock Shares on the New York Stock Exchange (the "NYSE") NYSE (or, if the Common Stock is Shares are not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is Shares are then listed or quoted) for within the twenty consecutive trading days 120-day period immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer an Acquisition Proposal is made for the Common Stock Shares or an agreement is entered into for a merger, share exchange, consolidation or reorganization relating to an Acquisition Proposal involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock Shares shall (I) if such consideration is in securities and such securities are listed on a national securities exchange, be determined to be the highest trading price for such securities on such national securities exchange within the 120-day period immediately preceding the delivery of the Repurchase Notice or (II) if such consideration is not securities, or if in securities and such securities are not traded on a national securities exchange, be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer an investment banking firm designated by Grantee and Holder or Owner, as the case may bean investment banking firm designated by Issuer.

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of a Holder, delivered in writing within 120 135 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 1012), Issuer shall repurchase the Option from the Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b))repurchase notice) multiplied by the amount by which the Marketmarket/Offer Price offer price (as defined below) exceeds the Option Price or and (ii) at the request of any owner of Option Shares (an "Owner") a Holder, delivered in writing within 120 135 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 1012), Issuer shall repurchase such number of Option Shares from such Owner Holder as such Owner the Holder shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares designated multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Priceoffer price" shall mean the highest of (x) the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after made during the date of this Agreement and prior to the delivery term of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is madeOption, (y) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer for with respect to a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice Business Combination Transaction (defined below) and (z) the average closing highest trading price for shares of Common Stock on the New York Stock Exchange (the "NYSE") NYSE (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for within the twenty consecutive trading days six-month period immediately preceding the delivery of the Repurchase Noticerepurchase notice. In the event that a tender or exchange offer is made for the Common Stock or an agreement is entered into for a merger, share exchange, consolidation or reorganization involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock shall (I) if such consideration is in securities and such securities are listed on a national securities exchange, be determined to be the highest trading price for such securities on such national securities exchange within the six month period immediately preceding the delivery of the repurchase notice or (II) if such consideration is not securities, or if in securities and such securities are not traded on a national securities exchange, be determined in good faith by a nationally recognized investment banking firm mutually selected by an investment banking firm designated by Grantee and an investment banking firm designated by Issuer. "Business Combination Transaction" shall mean (i) a consolidation, exchange of shares or merger of Issuer and Holder with any Person, other than the Grantee or Ownerone of its subsidiaries, as and, in the case may beof a merger, in which Issuer shall not be the continuing or surviving corporation, (ii) a merger of Issuer with a Person, other than the Grantee or one of its Subsidiaries, in which Issuer shall be the continuing or surviving corporation but the then outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of Issuer or any other Person or cash or any other property or the shares of Common Stock outstanding immediately before such merger shall after such merger represent less than 50% of the common shares and common share equivalents of Issuer outstanding immediately after the merger or (iii) a sale, lease or other transfer of all or substantially all the assets of Issuer to any Person, other than the Grantee or one of its Subsidiaries.

Repurchase; Repurchase Price. (i) Upon the occurrence of Issuer entering into a definitive agreement with respect to a Triggering Event prior to an Exercise Termination Event, (iA) at the request of the Holder, delivered in writing within 120 30 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10)occurrence, Issuer shall repurchase the Option from the Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock Shares then purchasable upon exercise of the Option (or such lesser number of shares Shares as may be designated in the Repurchase Notice (as defined in Section 9(b))Notice) multiplied by the amount by which the Marketmarket/Offer Price (as defined below) offer price exceeds the Option Price or and (iiB) at the request of a Holder or any owner person who has been a Holder (for purposes of Option Shares (an this Section 9 only, each such person being referred to as a "OwnerHolder") ), delivered in writing within 120 30 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10)occurrence, Issuer shall repurchase such number of Option Shares from such Owner Holder as such Owner the Holder shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares Shares designated multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Priceoffer price" shall mean the highest of (x) the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock Shares to be paid by any third party pursuant to an agreement relating to a proposal of an Acquisition Transaction with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (z) the average closing price for shares of Common Stock on the New York Stock Exchange (the "NYSE") (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for the twenty consecutive trading days immediately preceding the delivery of the Repurchase NoticeIssuer. In the event that a tender or exchange offer proposal for an Acquisition Transaction is made for the Common Stock Shares or an agreement is entered into for relating to a merger, share exchange, consolidation or reorganization Acquisition Transaction involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock Shares shall (I) if such consideration is in securities and such securities are listed on a national securities exchange, be determined to be the trading price for such securities on such national securities exchange on the date of the delivery of the Repurchase Notice or (II) if such consideration is not securities, or if in securities and such securities are not traded on a national securities exchange, be determined in good faith by a nationally recognized investment banking firm mutually selected by an investment banking firm designated by Grantee and an investment banking firm designated by Issuer. (ii) In the event that Issuer and Holder has not entered into a definitive agreement with respect to a Triggering Event prior to December 31, 2006, at the request of the Holder, delivered in writing within 30 days of such occurrence, Issuer shall repurchase the Shares purchased hereunder from the Holder, in whole or Ownerin part, as at a price equal to the case may beOption Price.

Repurchase; Repurchase Price. Upon the occurrence of a ---------------------------- Repurchase Event (as hereinafter defined), at the request of Cerner, given in writing within one year following the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of Holder, delivered in writing within 120 days of such occurrence (or such later period as is provided in Section 2(d) with respect to any required filing, notice or application for approval or pursuant to a request by Cerner in accordance with Section 10), Issuer (i) DHT shall repurchase the Option from HolderCerner, in whole or but not in partpart (except as provided in Section 9(c)), at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock Option Shares then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b))) multiplied by the amount by which the Market/Offer Market Price (as defined below) exceeds the applicable Option Price (giving effect to the Maximum Option Price) or (ii) at the request of any owner of DHT shall repurchase all Option Shares (an "Owner") delivered in writing within 120 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such Owner as such Owner shall designate in the Repurchase Notice then owned by Cerner at a price (the "Option Share Repurchase Price") equal to the number of shares designated such Option Shares multiplied by the Market/Offer Market Price. The term "Market/Offer Repurchase Event" shall occur only if a party other than Cerner actually acquires majority control of DHT, or has the right to acquire control of DHT, or DHT has entered into an agreement of the type referenced in Section 9(d) of this Agreement with a third party. The term "Market Price" shall mean mean, for any share of Common Shares, the highest average of (x) the closing sales price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery Shares as reported by Nasdaq on each of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (z) the average closing price for shares of Common Stock on the New York Stock Exchange (the "NYSE") (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for the twenty 15 consecutive trading days immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer is made for , or, if the Common Stock Shares is not quoted on the Nasdaq on the principal United States securities exchange registered under the Exchange Act on which the Common Shares is listed, or an agreement if the Common Shares is entered into for a merger, share not listed on any such exchange, consolidation the average of the closing bid quotations with respect to a share of Common Shares on each of the 15 consecutive trading days immediately preceding the date of the Repurchase Notice on any quotation system then in use, or reorganization involving consideration other than cashif no such quotations are available, the value Market Price on the date of the securities or other property issuable or deliverable in exchange for Repurchase Notice of a share of Common Shares, as determined by the Common Stock shall be determined Board of Directors of DHT in good faith by a nationally recognized investment banking firm mutually selected by Issuer and Holder or Owner, as the case may befaith.

Repurchase; Repurchase Price. Upon the occurrence of a ---------------------------- Triggering Event and prior to an Exercise Termination Event, (i) at the request of HolderGrantee, delivered in writing within 120 days twelve months of such this occurrence (or such later period as provided in Section 2(d) with respect to any required notice or ------------ application or in Section 10), Issuer shall repurchase the Option from HolderGrantee, ---------- in whole or in part, at a price (the "Option Repurchase Price") equal to the ----------------------- number of shares of Common Stock then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b))) multiplied by the amount by which the Market/Offer ------------ Price (as defined below) exceeds the Option Price or (ii) at the request of any owner of Option Shares (an "Owner") delivered in writing within 120 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such Owner as such Owner shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares designated multiplied by the Market/Offer Price. The term "Market/Offer ------------ Price" shall mean the highest of (x) the highest price per share of Common Stock at which a tender paid or exchange offer proposed to be paid by any Third Party (as defined in the Merger Agreement) for shares of Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price consideration per share of Common Stock received or to be paid received by any third party holders of shares of Common Stock, in each case pursuant to an agreement any Acquisition Proposal (as defined in the Merger Agreement) for or with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and made on or prior to the delivery of the Repurchase Notice and such date or (zy) the average closing price for shares of Common Stock on the New York Stock Exchange Nasdaq National Market System (the "NYSENasdaq") ------ (or, if the Common Stock is not then listed on the NYSENasdaq, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for the twenty ten consecutive trading days immediately preceding the delivery of the Repurchase Notice. In the event that a tender the consideration to be offered, paid or exchange offer received pursuant to the foregoing clause (x) is made for the Common Stock or an agreement is entered into for a merger, share exchange, consolidation or reorganization involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock such consideration shall be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer and Holder or OwnerGrantee, as the case may be.

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of a Holder, delivered in writing within 120 180 days of such this occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase the Option from the Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b)below)) multiplied by the amount by which the Marketmarket/Offer Price offer price (as defined below) exceeds the Option Price or and (ii) at the request of a Holder or any owner person who has been a Holder (for purposes of Option Shares (an this Section 9 only, each such person being referred to as a "OwnerHolder") ), delivered in writing within 120 180 days of such this occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such Owner Holder as such Owner the Holder shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares designated multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Priceoffer price" shall mean the highest of (w) the Option Price plus $2.00, (x) the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, made after the date of this Agreement and prior to the delivery of the Repurchase Notice, Notice and which offer has either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn or terminated as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (z) the average closing price for shares of Common Stock on the New York Stock Exchange (the "NYSE") NYSE (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for the twenty consecutive trading days immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer is made for the Common Stock or an agreement is entered into for a merger, share exchange, consolidation or reorganization involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock shall be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer and Holder or Owner, as the case may bereasonably acceptable to Grantee.

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of a Holder, delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase the Option from the Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b))Notice) multiplied by the amount by which the Marketmarket/Offer Price (as defined below) offer price exceeds the Option Price or and (ii) at the request of a Holder or any owner person who has been a Holder (for purposes of Option Shares (an this Section 9 only, each such person being referred to as a "OwnerHolder") ), delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such Owner Holder as such Owner the Holder shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares designated multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Priceoffer price" shall mean the highest of (x) the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (z) the average closing highest trading price for shares of Common Stock on the New York Stock Exchange (the "NYSE") NYSE (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for within the twenty consecutive trading days 120-day period immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer is made for the Common Stock or an agreement is entered into for a merger, share exchange, consolidation or reorganization involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock shall (I) if such consideration is in securities and such securities are listed on a national securities exchange, be determined to be the highest trading price for such securities on such national securities exchange within the 120-day period immediately preceding the delivery of the Repurchase Notice or (II) if such consideration is not securities, or if in securities and such securities are not traded on a national securities exchange, be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer an investment banking firm designated by Grantee and Holder or Owner, as the case may bean investment banking firm designated by Issuer.

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of a Holder, delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase the Option from the Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock Shares then purchasable upon exercise of the Option (or such lesser number of shares Shares as may be designated in the Repurchase Notice (as defined in Section 9(b))Notice) multiplied by the amount by which the Marketmarket/Offer Price (as defined below) offer price exceeds the Option Price or and (ii) at the request of a Holder or any owner person who has been a Holder (for purposes of Option Shares (an this Section 9 only, each such person being referred to as a "OwnerHolder") ), delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such Owner Holder as such Owner the Holder shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares Shares designated multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Priceoffer price" shall mean the highest of (x) the highest price per share of Common Stock Share at which a tender or exchange offer an Acquisition Proposal for Common Stock either Shares has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock Share to be paid by any third party pursuant to an agreement relating to an Acquisition Proposal with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (z) the average closing highest trading price for shares of Common Stock Shares on the New York Stock Exchange (the "NYSE") NYSE (or, if the Common Stock is Shares are not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is Shares are then listed or quoted) for within the twenty consecutive trading days 120-day period immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer an Acquisition Proposal is made for the Common Stock Shares or an agreement is entered into for a merger, share exchange, consolidation or reorganization relating to an Acquisition Proposal involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock Shares shall (I) if such consideration is in securities and such securities are listed on a national securities exchange, be determined to be the highest trading price for such securities on such national securities exchange within the 120-day period immediately preceding the delivery of the Repurchase Notice or (II) if such consideration is not securities, or if in securities and such securities are not traded on a national securities exchange, be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer an investment banking firm designated by Grantee and Holder or Owner, as the case may bean investment banking firm designated by Issuer.

Repurchase; Repurchase Price. Upon Following the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at i)at the request of HolderGrantee, delivered given in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(dSection2(d) with respect to any required notice or notification, application or approval or in Section 10Section10), Issuer shall repurchase the Option from HolderGrantee, in whole or but not in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock Option Shares then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b))) multiplied by the amount by which the Marketmarket/Offer Price offer price (as defined below) exceeds the applicable Option Price or (iigiving effect to the Maximum Option Price) at and (ii)at the request of any owner of Option Shares (an "Owner") delivered Grantee, given in writing within 120 days 180days of such occurrence (or such later period as provided in Section 2(dSection2(d) with respect to any required notice or notification, application or approval or in Section 10Section10), Issuer shall repurchase such number of all Option Shares from such Owner as such Owner shall designate in the Repurchase Notice then owned by Grantee at a price (the "Option Share Repurchase Price") equal to the number of shares designated such Option Shares multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Priceoffer price" shall mean the highest of (x) the x)the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the y)the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (z) the average closing z)the highest trading price for shares of Common Stock on the New York Stock Exchange (the "NYSE") NYSE (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for within the twenty consecutive trading days six-month period immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer is made for the Common Stock or an agreement is entered into for a merger, share exchange, consolidation consolidation, recapitalization, reorganization or reorganization similar transaction involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock shall (I) if such consideration is in securities and such securities are listed on a national securities exchange, be determined to be the highest trading price for such securities on such national securities exchange within the six-month period immediately preceding the delivery of the Repurchase Notice or (II) if such consideration is not securities, or if in securities and such securities are not traded on a national securities exchange, be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer and Holder or Owner, as the case may beIssuer.

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of a Holder, delivered in writing within 120 180 days of such this occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase the Option from the Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock then purchasable upon exercise of the Option (or such lesser number of shares as may be designated in the Repurchase Notice (as defined in Section 9(b)below)) multiplied by the amount by which the Marketmarket/Offer Price offer price (as defined below) exceeds the Option Price or and (ii) at the request of a Holder or any owner person who has been a Holder (for purposes of Option Shares (an this Section 9 only, each such person being referred to as a "OwnerHolder") ), delivered in writing within 120 180 days of such this - 7 - occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such Owner Holder as such Owner the Holder shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares designated multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Priceoffer price" shall mean the highest of (w) the Option Price plus $2.00, (x) the price per share of Common Stock at which a tender or exchange offer for Common Stock either has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, made after the date of this Agreement and prior to the delivery of the Repurchase Notice, Notice and which offer has either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn or terminated as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (z) the average closing price for shares of Common Stock on the New York Stock Exchange (the "NYSE") NYSE (or, if the Common Stock is not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is then listed or quoted) for the twenty consecutive trading days immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer is made for the Common Stock or an agreement is entered into for a merger, share exchange, consolidation or reorganization involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock shall be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer and Holder or Owner, as the case may bereasonably acceptable to Grantee.

Repurchase; Repurchase Price. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, (i) at the request of a Holder, delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase the Option from the Holder, in whole or in part, at a price (the "Option Repurchase Price") equal to the number of shares of Common Stock Shares then purchasable upon exercise of the Option (or such lesser number of shares Shares as may be designated in the Repurchase Notice (as defined in Section 9(b))Notice) multiplied by the amount by which the Marketmarket/Offer Price (as defined below) offer price exceeds the Option Price or and (ii) at the request of a Holder or any owner person who has been a Holder (for purposes of Option Shares (an this Section 9 only, each such person being referred to as a "OwnerHolder") ), delivered in writing within 120 180 days of such occurrence (or such later period as provided in Section 2(d) with respect to any required notice or application or in Section 10), Issuer shall repurchase such number of Option Shares from such Owner Holder as such Owner the Holder shall designate in the Repurchase Notice at a price (the "Option Share Repurchase Price") equal to the number of shares Shares designated multiplied by the Marketmarket/Offer Priceoffer price. The term "Marketmarket/Offer Price" shall offer price"shall mean the highest of (x) the highest price per share of Common Stock Share at which a tender or exchange offer an Acquisition Proposal for Common Stock either Shares has been consummated, or at which a Person has publicly announced its intention to commence a tender or exchange offer, after the date of this Agreement and prior to the delivery of the Repurchase Notice, and which offer either has been consummated and not withdrawn or terminated as of the date payment of the Repurchase Price is made, or has been publicly announced and such intention to make a tender or exchange offer has not been withdrawn as of the date payment of the Repurchase Price is made, (y) the price per share of Common Stock Share to be paid by any third party pursuant to an agreement relating to an Acquisition Proposal with Issuer for a merger, share exchange, consolidation or reorganization entered into after the date hereof and on or prior to the delivery of the Repurchase Notice and (z) the average closing highest trading price for shares of Common Stock Shares on the New York Stock Exchange (the "NYSE") NYSE (or, if the Common Stock is Shares are not then listed on the NYSE, any other national securities exchange or automated quotation system on which the Common Stock is Shares are then listed or quoted) for within the twenty consecutive trading days 120-day period immediately preceding the delivery of the Repurchase Notice. In the event that a tender or exchange offer an Acquisition Proposal is made for the Common Stock Shares or an agreement is entered into for a merger, share exchange, consolidation or reorganization relating to an Acquisition Proposal involving consideration other than cash, the value of the securities or other property issuable or deliverable in exchange for the Common Stock Shares shall (I) if such consideration is in securities and such securities are listed on a national securities exchange, be determined to be the highest trading price for such securities on such national securities exchange within the 120-day period immediately preceding the delivery of the Repurchase Notice or (II) if such consideration is not securities, or if in securities and such securities are not traded on a national securities exchange, be determined in good faith by a nationally recognized investment banking firm mutually selected by Issuer an investment banking firm designated by Grantee and Holder or Owner, as the case may bean investment banking firm designated by Issuer.