Common use of The Option; Exercise; Adjustments Clause in Contracts

The Option; Exercise; Adjustments. (a) The Stockholder hereby grants to Parent an irrevocable option (the "Option") to purchase from time to time the Subject Shares, upon the terms and subject to the conditions set forth herein (the "Optioned Shares"). The Option may be exercised by Parent in whole or from time to time in part, at any time following the occurrence of a Triggering Event (as defined below) and prior to the termination of the Option in accordance with Section 9. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder (the "Stock Exercise Notice") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 business days and not earlier than one business day from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing Date"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned Shares. In the event of any change in the number of issued and outstanding shares of Subject Shares by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted.

The Option; Exercise; Adjustments. (a) The Stockholder Each Shareholder hereby grants to Parent an irrevocable option (the "OptionOPTION") to purchase from time to time the Subject Shares, upon the terms and subject to the conditions set forth herein (the "Optioned SharesOPTIONED SHARES"). The Subject to the conditions set forth in Section 4, the Option may be exercised by Parent in whole or from time to time in part, at any time following the occurrence of a Triggering Event (as defined below) and prior to the termination of the Option in accordance with Section 98. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder applicable Shareholder (the "Stock Exercise NoticeSTOCK EXERCISE NOTICE") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing DateCLOSING DATE"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesShareholder. In the event of any change in the number of issued and outstanding shares of Subject Shares by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent an irrevocable option (the "OptionOPTION") to purchase from time to time the Subject Shares, up to 461,099 authorized and unissued shares of Company Common Stock upon the terms and subject to the conditions set forth herein (the "Optioned SharesOPTIONED SHARES"). The Subject to the conditions set forth in Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, Parent shall send deliver a written notice to the Stockholder Company (the "Stock Exercise NoticeSTOCK EXERCISE NOTICE") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days days, or such later date if a waiting period is applicable under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing DateCLOSING DATE"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defineddefined in Section 3) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the number of shares of Company Common Stock then issued and outstanding and 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the shareholder approval requirements of the American Stock Exchange ("AMEX"), for any shares issued pursuant to the Option.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent an irrevocable option (the "OptionOPTION") to purchase from time to time up to 2,014,067 Common Shares, $0.01 par value per share, of the Subject SharesCompany (the "COMPANY COMMON STOCK"), upon the terms and subject to the conditions set forth herein (the "Optioned SharesOPTIONED SHARES"). The Subject to the conditions set forth in Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following the occurrence of a Triggering Event (as defined below) and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder Company (the "Stock Exercise NoticeSTOCK EXERCISE NOTICE") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing DateCLOSING DATE"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the shareholder approval requirements of the Nasdaq National Market ("NASDAQ"), for any shares issued pursuant to the Option.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent --------------------------------- an irrevocable option (the "Option") to purchase from time to time up to ------ 1,598,530 authorized and unissued Common Shares, no par value, of the Subject SharesCompany (the "Company Common Stock"), upon the terms and subject to the conditions set -------------------- forth herein (the "Optioned Shares"). The Subject to the conditions set forth in --------------- Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, after the satisfaction of the conditions set forth in Section 2 Parent shall send a written notice to the Stockholder Company (the "Stock Exercise Notice") --------------------- specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing ------- Date"). Parent may revoke an exercise of the Option at any time prior to the ---- Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the number of shares of Company Common Stock then issued and outstanding and 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the shareholder approval requirements of the Nasdaq National Market ("NASDAQ"), for ------ any shares issued pursuant to the Option.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent an irrevocable option (the "Option") to purchase from time to time up to 20,200,000 authorized and unissued shares of common stock, par value $.01 per share, of the Subject SharesCompany (the "Company Common Stock"), upon the terms and subject to the conditions set forth herein (the "Optioned Shares"). The Subject to the conditions set forth in Section 2(a), the Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder Company (the "Stock Exercise Notice") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing Date"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number and type of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of 2 Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the number of shares of Company Common Stock then issued and outstanding and 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the shareholder approval requirements of NASDAQ (as hereinafter defined), for any shares issued pursuant to the Option.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent --------------------------------- an irrevocable option (the "Option") to purchase from time to time up to ------ 1,598,530 authorized and unissued Common Shares, no par value, of the Subject SharesCompany (the "Company Common Stock"), upon the terms and subject to the conditions set -------------------- forth herein (the "Optioned Shares"). The Subject to the conditions set forth in --------------- Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, after the satisfaction of the conditions set forth in Section 2 Parent shall send a written notice to the Stockholder Company (the "Stock Exercise Notice") --------------------- specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing ------- Date"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the number of shares of Company Common Stock then issued and outstanding and 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the shareholder approval requirements of the Nasdaq National Market ("NASDAQ"), for ------ any shares issued pursuant to the Option.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent --------------------------------- an irrevocable option (the "Option") to purchase from time to time up to ------ 2,243,346 Common Shares, par value $.01 per share, of the Subject SharesCompany (the "Company ------- Common Stock"), upon the terms and subject to the conditions set forth herein ------------ (the "Optioned Shares"). The Subject to the conditions set forth in Section 2, the --------------- Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder Company (the "Stock Exercise Notice") --------------------- specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing ------- Date"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 15% of the number of shares of Company Common Stock then issued and outstanding and 15% of the voting power of shares of capital stock of the Company then issued and outstanding.

The Option; Exercise; Adjustments. (a) The Each Stockholder hereby grants to Parent an irrevocable option (the "Option") to purchase from time to time the Subject Shares, upon the terms and subject to the conditions set forth herein (the "" ;Optioned Shares"). The Subject to the conditions set forth in Section 4, the Option may be exercised by Parent in whole or from time to time in part, at any time following the occurrence of a Triggering Event (as defined below) and prior to the termination of the Option in accordance with Section 98. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the applicable Stockholder (the "Stock Exercise Notice") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing Date"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned Shares. In the event of any change in the number of issued and outstanding shares of Subject Shares by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted.

The Option; Exercise; Adjustments. (a) The Each Stockholder hereby grants to Parent an irrevocable option (the "OptionOPTION") to purchase from time to time the Subject Shares, upon the terms and subject to the conditions set forth herein (the "Optioned SharesOPTIONED SHARES"). The Subject to the conditions set forth in Section 4, the Option may be exercised by Parent in whole or from time to time in part, at any time following the occurrence of a Triggering Event (as defined below) and prior to the termination of the Option in accordance with Section 98. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the applicable Stockholder (the "Stock Exercise NoticeSTOCK EXERCISE NOTICE") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing DateCLOSING DATE"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned Shares. In the event of any change in the number of issued and outstanding shares of Subject Shares by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent an irrevocable option (the "OptionOPTION") to purchase from time to time up to a number of shares equal to 19.9% of the Subject Sharesauthorized and issued shares of Common Stock, no par value per share, of the Company (the "COMPANY COMMON STOCK") outstanding at the time of the Stock Exercise Notice (as defined below), upon the terms and subject to the conditions set forth herein (the "Optioned SharesOPTIONED SHARES"). The Subject to the conditions set forth in Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following the occurrence of a Triggering Event (as defined below) and prior to the termination of the Option in accordance with Section 919. In the event If Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder Company (the "Stock Exercise NoticeSTOCK EXERCISE NOTICE") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing DateCLOSING DATE"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of If any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the number of shares of Company Common Stock then issued and outstanding and 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the shareholder approval requirements of the Nasdaq National Market ("NASDAQ") for any shares issued pursuant to the Option.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent an irrevocable option (the "Option") to purchase from time to time up to 2,243,346 Common Shares, par value $.01 per share, of the Subject SharesCompany (the "Company Common Stock"), upon the terms and subject to the conditions set forth herein (the "Optioned Shares"). The Subject to the conditions set forth in Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder Company (the "Stock Exercise Notice") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing Date"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 15% of the number of shares of Company Common Stock then issued and outstanding and 15% of the voting power of shares of capital stock of the Company then issued and outstanding.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to --------------------------------- Parent an irrevocable option (the "Option") to purchase from time to time up to ------ 3,643,066 authorized and unissued Common Shares, par value $.10 per share, of the Subject SharesCompany (the "Company Common Stock"), upon the terms and subject to the -------------------- conditions set forth herein (the "Optioned Shares"). The Subject to the conditions --------------- set forth in Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder Company (the "Stock Exercise Notice") specifying the total number of Optioned Shares it --------------------- wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing Date"). Parent may revoke an exercise of the Option ------------ at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted.. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the number of shares of Company Common Stock then issued and outstanding and 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the shareholder approval requirements of the Nasdaq National Market ("NASDAQ"), for any shares issued pursuant to the Option. ------

The Option; Exercise; Adjustments. (a) The Stockholder Upon the terms and subject to the conditions herein set forth, the Company hereby grants to Parent an irrevocable option (the "Option") to purchase from time up to time the Subject Shares, upon the terms 3,959,330 authorized and subject to the conditions set forth herein unissued Company Common Shares (the "Optioned Shares")) at the purchase price per Optioned Share specified in Section 3. The Subject to the conditions set forth in Section 2, the Option may be exercised by Parent Parent, in whole at any time or in part from time to time in parttime, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes shall elect to exercise the Option, in whole or in part, Parent shall send a written notice to the Stockholder Company (the an "Stock Option Exercise Notice") specifying the total number of Optioned Shares it wishes Parent elects to purchase and a date (which shall not be later than 10 20 business days and not nor earlier than one business day from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 two business days after the expiration or termination of the tender offerdate such Option Exercise Notice is given) for the closing of such purchase (the a "Closing Date"). Parent may revoke an exercise of the Option any such election at any time prior to the specified Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. 1. (b) In the event of any change in the number of issued and outstanding shares of Subject Company Common Shares by reason of any stock dividend, stock split, split-upcombination of shares, reclassification, recapitalization, merger merger, consolidation, conversion, exchange of shares or exercise of rights or warrants, or any other change in the corporate or capital structure of the CompanyCompany (including, without limitation, the declaration or distribution of an extraordinary dividend payable in cash or securities) which would have the effect of diluting or otherwise adversely affecting Parent's rights and privileges under this Agreement, the number and kind of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per consideration payable in respect of such Optioned Share Shares shall be appropriately adjustedadjusted to restore to Parent its rights, privileges and economic benefits under this Agreement. Without limiting the generality of the foregoing, in any such event, at the election of Parent, the Option shall represent the right to purchase, in lieu of the Optioned Shares, whatever securities, cash or other property the Optioned Shares would have been converted into or otherwise exchanged for, together with any securities, cash or other property which would have been distributed with respect to the Optioned Shares, had Parent acquired the Optioned Shares prior to such event and elected, to the fullest extent that it would have been permitted to do so, to receive all such securities, cash or other property.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent an irrevocable option (the "Option") to purchase from time to time up to 1,598,530 authorized and unissued Common Shares, no par value, of the Subject SharesCompany (the "Company Common Stock"), upon the terms and subject to the conditions set forth herein (the "Optioned Shares"). The Subject to the conditions set forth in Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, after the satisfaction of the conditions set forth in Section 2 Parent shall send a written notice to the Stockholder Company (the "Stock Exercise Notice") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing Date"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the number of shares of Company Common Stock then issued and outstanding and 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the shareholder approval requirements of the Nasdaq National Market ("NASDAQ"), for any shares issued pursuant to the Option.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to --------------------------------- Parent an irrevocable option (the "Option") to purchase from time to time up to ------ 3,406,530 authorized and unissued shares of Common Stock, par value $0.001 per share, of the Subject SharesCompany (the "Company Common Stock"), upon the terms and subject -------------------- to the conditions set forth herein (the "Optioned Shares"). The Subject to the --------------- conditions set forth in Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event If Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder Company (the "Stock Exercise Notice") specifying the total number of Optioned Shares it --------------------- wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing Date"). Parent may revoke an exercise of the Option ------------ at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of If there is any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. If any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the number of shares of Company Common Stock then issued and outstanding and 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the stockholder approval requirements of the Nasdaq National Market ("NASDAQ"), for any shares issued pursuant to the ------ Option.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent an irrevocable option (the "Option") to purchase from time to time up to 26,668,399 authorized and unissued shares of common stock, par value $.01 per share, of the Subject Shares, Company (the "Company Common Stock") upon the terms and subject to the conditions set forth herein (the "Optioned Shares"). The Subject to the conditions set forth in Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder Company (the "Stock Exercise Notice") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing Date"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals at least 19.9% of the number of shares of Company Common Stock then issued and outstanding (without considering any shares subject to or issued pursuant to the Option).

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent an irrevocable option (the "Option") to purchase from time to time up to 20,200,000 authorized and unissued shares of common stock, par value $.01 per share, of the Subject SharesCompany (the "Company Common Stock"), upon the terms and subject to the conditions set forth herein (the "Optioned Shares"). The Subject to the conditions set forth in Section 2(a), the Option may be exercised by Parent in whole or from time to time in part, at any time following after the occurrence of a Triggering Event (as defined below) date hereof and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder Company (the "Stock Exercise Notice") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing Date"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number and type of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the number of shares of Company Common Stock then issued and outstanding and 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the shareholder approval requirements of NASDAQ (as hereinafter defined), for any shares issued pursuant to the Option.

The Option; Exercise; Adjustments. (a) The Stockholder Company hereby grants to Parent an irrevocable option (the "OptionOPTION") to purchase from time to time up to 1,435,843 Common Shares, par value $.001 per share, of the Subject SharesCompany (the "COMPANY COMMON STOCK"), upon the terms and subject to the conditions set forth herein (the "Optioned SharesOPTIONED SHARES"). The Subject to the conditions set forth in Section 2, the Option may be exercised by Parent in whole or from time to time in part, at any time following the occurrence of a Triggering Event (as defined below) and prior to the termination of the Option in accordance with Section 919. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder Company (the "Stock Exercise NoticeSTOCK EXERCISE NOTICE") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 20 business days and not earlier than one two business day days from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing DateCLOSING DATE"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned SharesCompany. In the event of any change in the number of issued and outstanding shares of Subject Shares Company Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted. In the event that any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the preceding sentence or pursuant to this Agreement), the number of Optioned Shares subject to the Option shall be adjusted so that, after such issuance, it equals (but does not exceed) 19.9% of the voting power of shares of capital stock of the Company then issued and outstanding, after reduction, to the extent necessary to comply with the exception to the shareholder approval requirements of the Nasdaq National Market ("NASDAQ"), for any shares issued pursuant to the Option.