Common use of Certain Repurchases Clause in Contracts

Certain Repurchases. (a) At the request of Parent at any time ------------------- during the Option Period, Company (or any successor entity thereof) shall repurchase from Parent the Option, or any portion thereof, for a price equal to the amount by which the Market/Tender Offer Price for Common Shares as of the date Parent gives notice of its intent to exercise its rights under this Section 11 exceeds the Purchase Price, multiplied by the number of Common Shares purchasable pursuant to the Option (or the portion thereof with respect to which Parent is exercising its rights under this Section 11). For purposes of this Agreement, the term "Market/Tender Offer Price" means the greater of (i) the highest price per Common Share paid as of the date Parent gives notice of its intent to exercise its rights under this Section 11 pursuant to any tender or exchange offer or other Acquisition Proposal and (ii) the average of the closing sale prices per Common Share on the principal securities exchange or quotation system for Common Shares for the ten trading days immediately preceding such date.

Appears in 2 contracts

Sources: Stock Option Agreement (Cayenne Software Inc), Stock Option Agreement (Sterling Software Inc)