Common use of Termination of the Company Option Clause in Contracts

Termination of the Company Option. Parent's right to exercise the Company Option shall terminate upon the earliest to occur of: (i) the Effective Time; (ii) the termination of the Merger Agreement pursuant to, Section 7.1(b)(i) (solely as a result of a failure to satisfy the conditions specified in clauses (iii)(a) or (iii)(b) of Annex I to the Merger Agreement), Section 7.1(b)(ii) or Section 7.1(d) thereof; (iii) six (6) months following the receipt by Parent of written notice from the Company of the occurrence of a Trigger Event; (iv) twelve (12) months following the termination of the Merger Agreement if during such twelve (12)-month period no Trigger Event has occurred, and no transaction the consummation of which would give rise to a Trigger Event, is pending; and (v) the date following twelve (12) months after the termination of the Merger Agreement when no transaction entered into or commenced prior to that date that, if consummated, would have given rise to a Trigger Event, remains pending. Notwithstanding the foregoing, if, after the occurrence of a Trigger Event and prior to the termination of the Company Option pursuant to the foregoing, the Company Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, the Company Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal and (y) 5:00 p.m., Pacific Standard Time, on the tenth (10th) business day after such impediment shall have been removed. The rights of Parent set forth in Section 10 shall not terminate upon termination of Parent's right to exercise the Company Option, but shall extend to the time provided in such section.

Termination of the Company Option. ParentParagon's right to exercise the Company Option shall terminate upon the earliest to occur of: (i) the Effective TimeTime of the Merger; (ii) the termination of the Merger Agreement pursuant to, Section 7.1(b)(i) (solely as other than under circumstances which also constitute or may lead to a result of a failure to satisfy the conditions specified in clauses (iii)(a) Trigger Event under this Agreement; or (iii)(b) of Annex I to the Merger Agreement), Section 7.1(b)(ii) or Section 7.1(d) thereof; (iii) six (6) 12 months following the receipt by Parent Paragon of written notice from the Company of the occurrence of a Trigger Event; (iv) twelve (12) Event unless a Purchase Event shall have occurred prior thereto in which case the right to exercise the Company Option shall terminate 12 months following the termination occurrence of the Merger Agreement if during such twelve (12)-month period no Trigger Event has occurred, and no transaction the consummation of which would give rise to a Trigger Purchase Event, is pending; and (v) the date following twelve (12) months after the termination of the Merger Agreement when no transaction entered into or commenced prior to that date that, if consummated, would have given rise to a Trigger Event, remains pending. Notwithstanding the foregoing, if, after the occurrence of a Trigger Event and prior to the termination of the Company Option pursuant to the foregoing, if the Company Option cannot be exercised as of the date the Company Option would have otherwise terminated pursuant to the preceding sentence by reason of any applicable judgment, decree, order, law or regulation, the Company Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal and (y) 5:00 p.m., Pacific Standard Eastern Time, on the tenth (10th) business day after such impediment shall have been removed. The rights of Parent Paragon set forth in Section 10 7 shall not terminate upon termination of ParentParagon's right to exercise the Company Option, but shall extend to the time provided in such sectionsections. Notwithstanding the termination of the Company Option, Paragon shall be entitled to purchase the shares of Company Common Stock with respect to which Paragon had exercised the Company Option prior to such termination.