Common use of Stockholder Option; Exercise Clause in Contracts

Stockholder Option; Exercise. (i) For a period of ten (10) Business Days after the giving of the Offering Notice pursuant to Section 3.1(a) (the "Stockholder Option Period"), each of the Investor Stockholders (for the purpose of Section 3.1, each, a "Rightholder" and collectively, the "Rightholders") shall have the right to purchase the Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each Rightholder shall have the right to purchase that percentage of the Offered Securities determined by dividing (A) the total number of Shares then owned by such Rightholder by (B) the total number of Shares then owned by all such Rightholders. If the consideration consists wholly or in material part of consideration other than cash or marketable securities and the Rightholder or the Company would be willing to exercise its rights hereunder based upon the value ascribed to such consideration by the Selling Stockholders, the Company, Heartland or any Selling Stock- holder may require that a determination of Fair Value be made in the same manner as would apply to a determination of Fair Value under Section 3.2(b) (with Heartland substituted for IT Rightholders and the Selling Stockholders requesting such an appraisal substituted for the Involuntary Transferee), and in such event, all time periods under this Section 3.1(a) through 3.1(e) shall be tolled pending the determination of Fair Value. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall have the right to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(b), the "Excess Offered Securities") determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders. The calculation described in the preceding sentence shall be made in successive proration calculations until there are no remaining Excess Offered Securities or there is no remaining Rightholder who indicated a willingness in the notice referred to in Section 3.1(b)(ii) to subscribe for additional shares. (ii) The right of each Rightholder to purchase the Offered Securities under subsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Stockholder Option Period, to the Selling Stockholder with a copy to the Company. Each such notice shall state (a) the number of Shares held by such Rightholder, (b) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(b), including the number of Excess Offered Shares, if any, such Rightholder shall wish to purchase. The giving of such notice shall constitute a binding obligation to purchase the number of Shares elected in accordance with Section 3.1(d). The failure of a Rightholder to respond within the Stockholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under subsection (i) above, provided that each Rightholder may waive its rights under subsection (i) above prior to the expiration of the Stockholder Option Period by giving written notice to the Selling Stockholder, with a copy to the Company.

Stockholder Option; Exercise. (i) For a period of ten (10) Business Days after the giving of the Offering Notice pursuant to Section 3.1(a) (the "Stockholder Option Period"), each of the Investor Stockholders (for the purpose of Section 3.1, each, a "Rightholder" and collectively, the "Rightholders") shall have the right to purchase the Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each Rightholder shall have the right to purchase that percentage of the Offered Securities determined by dividing (A) the total number of Shares then owned by such Rightholder by (B) the total number of Shares then owned by all such Rightholders. If the consideration consists wholly or in material part of consideration other than cash or marketable securities and the Rightholder or the Company would be willing to exercise its rights hereunder based upon the value ascribed to such consideration by the Selling StockholdersStockholder, the Company, Heartland or any Selling Stock- holder Stockholder may require that a determination of Fair Value of the Offered Securities be made in the same manner as would apply to a determination of Fair Value under Section 3.2(b) (with Heartland substituted for IT Rightholders and the Selling Stockholders requesting such an appraisal substituted for the Involuntary Transferee), and in such event, all time periods under this Section 3.1(aStockholder requesting (a) through 3.1(e) shall be tolled pending the determination of Fair Value. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall have the right to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(b), the "Excess Offered Securities") determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders. The calculation described in the preceding sentence shall be made in successive proration calculations until there are no remaining Excess Offered Securities or there is no remaining Rightholder who indicated a willingness in the notice referred to in Section 3.1(b)(ii) to subscribe for additional sharesOffered Securities. (ii) The right of each Rightholder to purchase the Offered Securities under subsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Stockholder Option Period, to the Selling Stockholder with a copy to the Company. Each such notice shall state (a) the number of Shares held by such Rightholder, (b) the number of Shares Offered Securities that such Rightholder is willing to purchase pursuant to this Section 3.1(b), including the number of Excess Offered SharesSecurities, if any, such Rightholder shall wish to purchase. The giving of such notice shall constitute a binding obligation to purchase the number of Shares elected elected, subject to the provisions of this Section 3.1(b) and in accordance with Section 3.1(d). The failure of a Rightholder to respond within the Stockholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under subsection (i) above, provided that each Rightholder may waive its rights under subsection (i) above prior to the expiration of the Stockholder Option Period by giving written notice to the Selling Stockholder, with a copy to the Company.

Stockholder Option; Exercise. (i) For a period of ten (10) Business Days after the giving of the Offering Notice pursuant to Section 3.1(a) (the "Stockholder Option ------------------ Period"), each of the Investor Stockholders (for the purpose of Section ------ 3.1, each, a "Rightholder" and collectively, the "Rightholders") shall have ----------- ------------ the right to purchase the Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each Rightholder shall have the right to purchase that percentage of the Offered Securities determined by dividing (A) the total number of Shares then owned by such Rightholder by (B) the total number of Shares then owned by all such Rightholders. If the consideration consists wholly or in material part of consideration other than cash or marketable securities and the Rightholder or the Company would be willing to exercise its rights hereunder based upon the value ascribed to such consideration by the Selling StockholdersStockholder, the Company, Heartland or any Selling Stock- holder Stockholder may require that a determination of Fair Value of the Offered Securities be made in the same manner as would apply to a determination of Fair Value under Section 3.2(b) (with Heartland substituted for IT Rightholders and the Selling Stockholders Stockholder requesting such an appraisal substituted for the Involuntary Transferee), and in such event, all time periods under this Section 3.1(a) through 3.1(e) shall be tolled pending the determination of Fair Value. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall have the right to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(b), the "Excess Offered Securities") determined by dividing (x) the total number of ------------------------- Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders. The calculation described in the preceding sentence shall be made in successive proration calculations until there are no remaining Excess Offered Securities or there is no remaining Rightholder who indicated a willingness in the notice referred to in Section 3.1(b)(ii) to subscribe for additional sharesOffered Securities. (ii) The right of each Rightholder to purchase the Offered Securities under subsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Stockholder Option Period, to the Selling Stockholder with a copy to the Company. Each such notice shall state (a) the number of Shares held by such Rightholder, (b) the number of Shares Offered Securities that such Rightholder is willing to purchase pursuant to this Section 3.1(b), including the number of Excess Offered SharesSecurities, if any, such Rightholder shall wish to purchase. The giving of such notice shall constitute a binding obligation to purchase the number of Shares elected elected, subject to the provisions of this Section 3.1(b) and in accordance with Section 3.1(d). The failure of a Rightholder to respond within the Stockholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under subsection (i) above, provided that each -------- Rightholder may waive its rights under subsection (i) above prior to the expiration of the Stockholder Option Period by giving written notice to the Selling Stockholder, with a copy to the Company.

Stockholder Option; Exercise. (i) For a period of ten (10) Business Days after the giving of the Offering Notice pursuant to Section 3.1(a) (the "Stockholder Option Period"), each of the Investor Stockholders (for the purpose of Section 3.1, each, a "Rightholder" and collectively, the "Rightholders") shall have the right to purchase the Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each Rightholder shall have the right to purchase that percentage of the Offered Securities determined by dividing (A) the total number of Shares then owned by such Rightholder by (B) the total number of Shares then owned by all such Rightholders. If the consideration consists wholly or in material part of consideration other than cash or marketable securities and the Rightholder or the Company would be willing to exercise its rights hereunder based upon the value ascribed to such consideration by the Selling StockholdersStockholder, the Company, Heartland or any Selling Stock- holder Stockholder may require that a determination of Fair Value of the Offered Securities be made in the same manner as would apply to a determination of Fair Value under Section 3.2(b) (with Heartland substituted for IT Rightholders and the Selling Stockholders Stockholder requesting such an appraisal substituted for the Involuntary Transferee), and in such event, all time periods under this Section 3.1(a) through 3.1(e) shall be tolled pending the determination of Fair Value. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall have the right to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(b), the "Excess Offered Securities") determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders. The calculation described in the preceding sentence shall be made in successive proration calculations until there are no remaining Excess Offered Securities or there is no remaining Rightholder who indicated a willingness in the notice referred to in Section 3.1(b)(ii) to subscribe for additional sharesOffered Securities. (ii) The right of each Rightholder to purchase the Offered Securities under subsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Stockholder Option Period, to the Selling Stockholder with a copy to the Company. Each such notice shall state (a) the number of Shares held by such Rightholder, (b) the number of Shares Offered Securities that such Rightholder is willing to purchase pursuant to this Section 3.1(b), including the number of Excess Offered SharesSecurities, if any, such Rightholder shall wish to purchase. The giving of such notice shall constitute a binding obligation to purchase the number of Shares elected elected, subject to the provisions of this Section 3.1(b) and in accordance with Section 3.1(d). The failure of a Rightholder to respond within the Stockholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under subsection (i) above, provided that each Rightholder may waive its rights under subsection (i) above prior to the expiration of the Stockholder Option Period by giving written notice to the Selling Stockholder, with a copy to the Company.

Stockholder Option; Exercise. (ia) For If the Company does not elect to purchase all of the Offered Securities pursuant to Section 4.2.1, then for a period of ten thirty (1030) Business Days days after the giving earlier to occur of (a) the expiration of the Offering Notice Company Option Period pursuant to Section 3.1(a4.1.2 and (b) the date upon which the Company shall have sent to the Selling Stockholder and the other Stockholders written notice of exercise of the Company Option pursuant to Section 4.1.2 or its waiver thereof (the "Stockholder Option Period"), each of the Investor Partners Stockholders, the General Atlantic Stockholders, the Wilsxx Xxxckholders, the Alltel Stockholders, the FUCP Stockholders, the BT Stockholders, the Breax Xxxxxx Xxxckholders, the Manolovici Stockholders, the St. Paul Xxxckholders, the Karmanos Stockholders and the Motorola Stockholders (for the purpose of Section 3.1, each, a "Rightholder" and collectively, the "Rightholders") shall have the right to purchase all, but not less than all, of the remaining Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each such Rightholder shall have the right to purchase that percentage of the Offered Securities determined by dividing (Ai) the total number of Shares then owned by such Rightholder by (Bii) the total number of Shares then owned by all such Rightholders. If the consideration consists wholly or in material part of consideration other than cash or marketable securities and the Rightholder or the Company would be willing to exercise its rights hereunder based upon the value ascribed to such consideration by the Selling Stockholders, the Company, Heartland or any Selling Stock- holder may require that a determination of Fair Value be made in the same manner as would apply to a determination of Fair Value under Section 3.2(b) (with Heartland substituted for IT Rightholders and the Selling Stockholders requesting such an appraisal substituted for the Involuntary Transferee), and in such event, all time periods under this Section 3.1(a) through 3.1(e) shall be tolled pending the determination of Fair Value. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall have the right to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(b)4.1.3, the "Excess Offered Securities") determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating RightholdersRightholder who elected to purchase Offered Securities. The calculation procedure described in the preceding sentence shall be made in successive proration calculations repeated until there are no remaining Excess Offered Securities. If the Company and/or the Rightholders do not purchase all, but not less than all, of Offered Securities or there is no remaining Rightholder who indicated pursuant to Section 4.1.2 and/or Section 4.1.3, then the Selling Stockholder may, subject to Section 4.1.6, sell the Offered Securities to a willingness Third Party Purchaser in accordance with Section 4.1.5 without any of the notice referred to obligations set forth in Section 3.1(b)(ii) to subscribe for additional shares4.1.2 and 4.1.3. (iib) The right of each Rightholder to purchase the Offered Securities under subsection (ia) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Stockholder Option Period30-day period referred to in subsection (a) above, to the Selling Stockholder with a copy to the CompanyCompany and the other Stockholders. Each such notice shall state (ai) the number of Shares held by such Rightholder, Rightholder and (bii) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(b), including the number of Excess Offered Shares, if any, such Rightholder shall wish to purchase. The giving of such notice shall constitute a binding obligation to purchase the number of Shares elected in accordance with Section 3.1(d)4.1.3. The failure of a Rightholder to respond within the Stockholder Option Period such 30-day period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under subsection (i) above, provided that each Section 4.1. A Rightholder may waive its rights under subsection (i) above prior to the expiration of the Stockholder Option Period hereunder by giving written notice to the Selling Stockholder, with a copy to Company and the Companyother Stockholders.

Stockholder Option; Exercise. (ia) For If the Company does not elect to purchase all of the Offered Securities pursuant to Section 3.1.2, then for a period of ten thirty (1030) Business Days 13 10 days after the giving earlier to occur of (a) the expiration of the Offering Notice Company Option Period pursuant to Section 3.1(a3.1.2 and (b) the date upon which the Selling Stockholder shall have received written notice from the Company of its exercise of the Company Option pursuant to Section 3.1.2 or its waiver thereof (the "Stockholder Option PeriodOPTION PERIOD"), each of the Investor Sinton Stockholders (for in the purpose event that the Selling Stockholder is not a Sinton Stockholder) and each of Section 3.1, the General Atlantic Stockholders (in the event that the Selling Stockholder is not a General Atlantic Stockholder) (each, a "Rightholder" and collectively, the "RightholdersRIGHTHOLDER") shall have the right to purchase all, but not less than all, of the remaining Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each such Rightholder shall have the right to purchase that percentage of the Offered Securities determined by dividing (Ai) the total number of Shares then owned by such Rightholder by (Bii) the total number of Shares then owned by all such Rightholders. If the consideration consists wholly or in material part of consideration other than cash or marketable securities and the Rightholder or the Company would be willing to exercise its rights hereunder based upon the value ascribed to such consideration by the Selling Stockholders, the Company, Heartland or any Selling Stock- holder may require that a determination of Fair Value be made in the same manner as would apply to a determination of Fair Value under Section 3.2(b) (with Heartland substituted for IT Rightholders and the Selling Stockholders requesting such an appraisal substituted for the Involuntary Transferee), and in such event, all time periods under this Section 3.1(a) through 3.1(e) shall be tolled pending the determination of Fair Value. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall have the right to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(b)3.1.3, the "Excess Offered SecuritiesEXCESS OFFERED SECURITIES") determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating RightholdersRightholders who elected to purchase Offered Securities. The calculation procedure described in the preceding sentence shall be made in successive proration calculations repeated until there are no remaining Excess Offered Securities. If the Company and/or the Rightholders do not purchase all, but not less than all, of Offered Securities or there is no remaining Rightholder who indicated pursuant to Section 3.1.2 and/or Section 3.1.3, then the Selling Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a willingness Third Party Purchaser in accordance with Section 3.1.5 without any of the notice referred to obligations set forth in Section 3.1(b)(ii) to subscribe for additional sharesSections 3.1.2, 3.1.3 and 3.1.4. (iib) The right of each Rightholder to purchase all of the remaining Offered Securities under subsection (ia) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Stockholder Option Period30-day period referred to in subsection (a) above, to the Selling Stockholder with a copy to the CompanyCompany and the other Stockholders. Each such notice shall state (ai) the number of Shares held by such Rightholder, Rightholder and (bii) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(b), including the number of Excess Offered Shares, if any, such Rightholder shall wish to purchase. The giving of such notice shall constitute a binding obligation to purchase the number of Shares elected in accordance with Section 3.1(d)3.1.3. The failure of a Rightholder to respond within the Stockholder Option Period such 30-day period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under subsection (i) abovethis Section 3.1.3, provided that each Rightholder may waive its rights under subsection (i) above this Section 3.1.3 prior to the expiration of the Stockholder Option Period such 30-day period by giving written notice to the Selling Stockholder, with a copy to the Company.

Stockholder Option; Exercise. (a) If the Company does not elect to purchase all of the Offered Securities which it has the right to purchase pursuant to Section 3.1.2, then for a period of fifteen (15) days after the earlier to occur of (i) For a period of ten (10) Business Days after the giving expiration of the Offering Notice Company Option Period pursuant to Section 3.1(a3.1.2 or (ii) the date upon which the Transferring Stockholder shall have received written notice from the Company of its exercise of the Company Option pursuant to Section 3.1.2 or its waiver thereof (for purposes of this Section 3.1.3, the "Stockholder Option Period"), ------------- each of Xxxxxx, Xxxx (if the Investor Transferring Stockholder is not a Xxxxxx Stockholder), the General Atlantic Stockholders and the Additional Stockholders (who, in each case, is not a Transferring Stockholder) (each, for the purpose purposes of this Section 3.1, each3.1.3(a), a "Rightholder" and collectively, the "Rightholders") shall have the right to purchase all, ----------- but not less than all, of the remaining Offered Securities at a purchase price at least equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each Unless otherwise agreed among all of the Rightholders, each such Rightholder shall have the right to purchase that percentage of the remaining Offered Securities determined by dividing (Ai) the total number of Shares then owned by such Rightholder by (Bii) the total number of Shares then owned by all such Rightholders. If the consideration consists wholly or in material part of consideration other than cash or marketable securities and the Rightholder or the Company would be willing to exercise its rights hereunder based upon the value ascribed to such consideration by the Selling Stockholders, the Company, Heartland or any Selling Stock- holder may require that a determination of Fair Value be made in the same manner as would apply to a determination of Fair Value under Section 3.2(b) (with Heartland substituted for IT Rightholders and the Selling Stockholders requesting such an appraisal substituted for the Involuntary Transferee), and in such event, all time periods under this Section 3.1(a) through 3.1(e) shall be tolled pending the determination of Fair Value. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall have the right to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(b)3.1.3, the "Excess Offered Securities") determined by dividing (x) the total ------------------------- number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating RightholdersRightholders who elected to purchase Offered Securities. The calculation procedure described in the preceding sentence shall be made in successive proration calculations repeated until there are no remaining Excess Offered Securities or there is until no remaining Rightholder who indicated wishes to purchase any additional Excess Offered Securities. If Loeb, the Company and/or the Rightholders do not purchase all, but not less than all, of the Offered Securities pursuant to Section 3.1.1.A, Section 3.1.2 and/or Section 3.1.3, respectively, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a willingness Third Party Purchaser in the notice referred to in accordance with Section 3.1(b)(ii) to subscribe for additional shares3.1.5. (iib) The right of each Rightholder to purchase the remaining Offered Securities under subsection (ia) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Stockholder Option Period15-day period referred to in subsection (a) above, to the Selling Transferring Stockholder with a copy to the CompanyCompany and the other Rightholders. Each such notice shall state (ai) the number of Shares held by such Rightholder, Rightholder and (bii) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(b), including the number of Excess Offered Shares, if any, such Rightholder shall wish to purchase. The giving of such notice shall constitute a binding obligation to purchase the number of Shares elected in accordance with Section 3.1(d)3.1.3. The failure of a Rightholder to respond within the Stockholder Option Period such 15-day period to the Selling Transferring Stockholder shall be deemed to be a waiver of such Rightholder's rights under subsection (i) abovethis Section 3.1.3, provided that each Rightholder may waive its -------- rights under subsection (i) above this Section 3.1.3 prior to the expiration of the Stockholder Option Period such 15-day period by giving written notice to the Selling Transferring Stockholder, with a copy to the Company.

Stockholder Option; Exercise. (a) If the Company does not elect to purchase all of the Offered Securities which it has the right to purchase pursuant to Section 3.2.3, then for a period of fifteen (15) days after the earlier to occur of (i) For a period of ten (10) Business Days after the giving expiration of the Offering Notice Company Option Period pursuant to Section 3.1(a3.2.3 or (ii) the date upon which the Transferring Stockholder shall have received written notice from the Company of its exercise of the Company Option pursuant to Section 3.2.3 or its waiver thereof (for purposes of this Section 3.2.4, the "Stockholder Option Period"), ------------- each of the Investor General Atlantic Stockholders and the Additional Stockholders (who, in each case, is not a Transferring Stockholder) (each, for the purpose purposes of this Section 3.1, each3.2.4 and Sections 3.2.5 and 3.2.6, a "Rightholder" and collectively, the "Rightholders") shall have the ----------- right to purchase all, but not less than all, of the remaining Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each Unless otherwise agreed among all of the Rightholders, each such Rightholder shall have the right to purchase that percentage of the remaining Offered Securities determined by dividing (Ai) the total number of Shares then owned by such Rightholder by (Bii) the total number of Shares then owned by all such Rightholders. If the consideration consists wholly or in material part of consideration other than cash or marketable securities and the Rightholder or the Company would be willing to exercise its rights hereunder based upon the value ascribed to such consideration by the Selling Stockholders, the Company, Heartland or any Selling Stock- holder may require that a determination of Fair Value be made in the same manner as would apply to a determination of Fair Value under Section 3.2(b) (with Heartland substituted for IT Rightholders and the Selling Stockholders requesting such an appraisal substituted for the Involuntary Transferee), and in such event, all time periods under this Section 3.1(a) through 3.1(e) shall be tolled pending the determination of Fair Value. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall have the right to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(b)3.2.4, the "Excess Offered Securities") ------------------------- determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating RightholdersRightholders who elected to purchase Offered Securities. The calculation procedure described in the preceding sentence shall be made in successive proration calculations repeated until there are no remaining Excess Offered Securities or there is until no remaining Rightholder who indicated wishes to purchase any additional Excess Offered Securities. If Xxxxxx, the Company and/or the Rightholders do not purchase all, but not less than all, of the Offered Securities pursuant to Section 3.2.2 and/or Section 3.2.3, respectively, the Transferring Stockholder may, subject to Section 3.1.6, sell the Offered Securities to a willingness Third Party Purchaser in the notice referred to in accordance with Section 3.1(b)(ii) to subscribe for additional shares3.2.5. (iib) The right of each Rightholder to purchase the remaining Offered Securities under subsection (ia) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Stockholder Option Period15-day period referred to in subsection (a) above, to the Selling Transferring Stockholder with a copy to the CompanyCompany and the other Rightholders. Each such notice shall state (ai) the number of Shares held by such Rightholder, Rightholder and (bii) the number of Shares that such Rightholder is willing to purchase pursuant to this Section 3.1(b), including the number of Excess Offered Shares, if any, such Rightholder shall wish to purchase. The giving of such notice shall constitute a binding obligation to purchase the number of Shares elected in accordance with Section 3.1(d)3.2.4. The failure of a Rightholder to respond within the Stockholder Option Period such 15-day period to the Selling Transferring Stockholder shall be deemed to be a waiver of such Rightholder's rights under subsection (i) abovethis Section 3.2.4, provided that each Rightholder may waive its it s -------- rights under subsection (i) above this Section 3.2.4 prior to the expiration of the Stockholder Option Period such 15-day period by giving written notice to the Selling Transferring Stockholder, with a copy to the Company.

Stockholder Option; Exercise. (i) For a period of ten (10) Business Days after the giving of the Offering Notice pursuant to Section 3.1(a) (the "Stockholder Option PeriodSTOCKHOLDER OPTION PERIOD"), each of the Investor Stockholders (for the purpose of Section 3.1, each, a "RightholderRIGHTHOLDER" and collectively, the "RightholdersRIGHTHOLDERS") shall have the right to purchase the Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each Rightholder shall have the right to purchase that percentage of the Offered Securities determined by dividing (A) the total number of Shares then owned by such Rightholder by (B) the total number of Shares then owned by all such Rightholders. If the consideration consists wholly or in material part of consideration other than cash or marketable securities and the Rightholder or the Company would be willing to exercise its rights hereunder based upon the value ascribed to such consideration by the Selling StockholdersStockholder, the Company, Heartland or any Selling Stock- holder Stockholder may require that a determination of Fair Value of the Offered Securities be made in the same manner as would apply to a determination of Fair Value under Section 3.2(b) (with Heartland substituted for IT Rightholders and the Selling Stockholders Stockholder requesting 13 -10- such an appraisal substituted for the Involuntary Transferee), and in such event, all time periods under this Section 3.1(a) through 3.1(e) shall be tolled pending the determination of Fair Value. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it or he is entitled to purchase, then each other fully participating Rightholder shall have the right to purchase that percentage of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(b), the "Excess Offered SecuritiesEXCESS OFFERED SECURITIES") determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders. The calculation described in the preceding sentence shall be made in successive proration calculations until there are no remaining Excess Offered Securities or there is no remaining Rightholder who indicated a willingness in the notice referred to in Section 3.1(b)(ii) to subscribe for additional sharesOffered Securities. (ii) The right of each Rightholder to purchase the Offered Securities under subsection (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Stockholder Option Period, to the Selling Stockholder with a copy to the Company. Each such notice shall state (a) the number of Shares held by such Rightholder, (b) the number of Shares Offered Securities that such Rightholder is willing to purchase pursuant to this Section 3.1(b), including the number of Excess Offered SharesSecurities, if any, such Rightholder shall wish to purchase. The giving of such notice shall constitute a binding obligation to purchase the number of Shares elected elected, subject to the provisions of this Section 3.1(b) and in accordance with Section 3.1(d). The failure of a Rightholder to respond within the Stockholder Option Period to the Selling Stockholder shall be deemed to be a waiver of such Rightholder's rights under subsection (i) above, provided PROVIDED that each Rightholder may waive its rights under subsection (i) above prior to the expiration of the Stockholder Option Period by giving written notice to the Selling Stockholder, with a copy to the Company.