Common use of Exercise and Termination of Option Clause in Contracts

Exercise and Termination of Option. (a) Subject to the conditions set forth in Section 3(a) and to any additional requirements of any applicable foreign, federal, state or local laws, statutes, ordinances, regulations, rules, codes, judgments, orders, decrees or other requirement or rule, Parent may exercise the Option, in whole or in part, at any time or from time to time, after the occurrence of a Payment Event (as defined in the Merger Agreement) provided that, except as provided in the last sentence of this Section 3(a), the Option shall terminate and be of no further force and effect upon the earliest to occur of (i) the Effective Time (as such term is defined in the Merger Agreement), (ii) twelve months after the occurrence of a Payment Event (unless prior thereto the Option shall have been exercised) and (iii) the termination of the Merger Agreement prior to the occurrence of a Payment Event unless, in the case of clause (iii), Parent has the right to receive a termination fee following such termination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such termination fee becomes payable and (y) the expiration of the period in which an event may occur which would result in Parent having the right to receive a termination fee pursuant to Section 5.5(e)(z) of the Merger Agreement. Notwithstanding the termination of the Option, Parent shall be entitled to purchase those Option Shares with respect to which it has exercised the Stock Option in accordance with the terms hereof prior to the termination of the

Exercise and Termination of Option. (a) Subject to the conditions set forth in Section 3(a) and to any additional requirements of any applicable foreign, federal, state or local laws, statutes, ordinances, regulations, rules, codes, judgments, orders, decrees or other requirement or rule, Parent may exercise the Option, in whole or in part, at any time or from time to time, after the occurrence of a Payment Event (as defined in the Merger Agreement) provided that, except as provided in the last sentence of this Section 3(a), the Option shall terminate and be of no further force and effect upon the earliest to occur of (i) the Effective Time (as such term is defined in the Merger Agreement), (ii) twelve months after the occurrence of a Payment Event (unless prior thereto the Option shall have been exercised) and (iii) the termination of the Merger Agreement prior to the occurrence of a Payment Event unless, in the case of clause (iii), Parent has the right to receive a termination fee following such termination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such termination fee becomes payable and (y) the expiration of the period in which an event may occur which would result in Parent having the right to receive a termination fee pursuant to Section 5.5(e)(z) of the Merger Agreement. Notwithstanding the termination of the Option, Parent shall be entitled to purchase those Option Shares with respect to which it has exercised the Stock Option in accordance with the terms hereof prior to the termination of thethe Option. The termination of the Option shall not affect any rights hereunder which by their terms extend beyond the date of such termination. (b) If Parent is entitled to and wishes to exercise the Option, it shall deliver to the Company a written notice (the date of receipt of which is referred to as the "Notice Date") specifying (i) the total number of shares it intends to purchase pursuant to such exercise and (ii) a place and date not earlier than five business days nor later than 15 calendar days from the Notice Date for the closing of such purchase (the "Closing Date"); PROVIDED that if the closing of a purchase and sale pursuant to the Option (the "Closing") cannot be consummated by reason of any applicable judgment, decree, order, law or regulation, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated; and, PROVIDED FURTHER that, without limiting the foregoing, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Parent and, if applicable, the Company shall promptly file the required notice or application for approval and shall expeditiously process the same (and the Company shall cooperate with Parent in the filing of any such notice or application and the obtaining of any such approval), and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated or (ii) such approval has been obtained, and in either event, any requisite waiting period has passed. (c) It shall be a condition to the exercise of this Option that (i) no preliminary or permanent injunction or other order, decree or ruling against the sale or delivery of the Option Shares issued by any federal or state court of competent jurisdiction in the United States is in effect at such time, (ii) any applicable waiting period under the HSR Act shall have expired or been terminated at or prior to such time, and (iii) any approval required to be obtained prior to the delivery of the Option Shares under the laws of any jurisdiction shall have been obtained and shall be in full force and effect. (d) If at any time the Option is then exercisable pursuant to the terms of Section 3(a) hereof, Parent may elect, in lieu of exercising the Option to purchase Option Shares as provided in Section 3(a) hereof, to send a written notice to the Company (a "Cash Exercise Notice") specifying a date not later than ten Business Days and not earlier than the fifth Business Day after delivery of such notice, on which date the Company shall pay to parent an amount in cash equal to the Spread (as defined below) multiplied by such number of Option Shares as Parent shall specify in the Cash Exercise Notice.

Exercise and Termination of Option. (a) Subject to the conditions set forth in Section 3(a) and to any additional requirements of any applicable foreign, federal, state or local laws, statutes, ordinances, regulations, rules, codes, judgments, orders, decrees or other requirement or rule, Parent AmeriSource may exercise the Option, in whole or in part, at any time or from time to time, after time during the occurrence of period (the "Option Exercise Period") commencing ---------------------- from the time a Payment Purchase Event (as defined in below) shall have occurred and terminating 5:00 p.m. New York City time on the Merger Agreement) provided that, except as provided in date which is 180 days following the last sentence occurrence of this Section 3(athe Purchase Event (the "Termination Date"), whereupon the Option Option, to the extent it ---------------- shall not have been exercised, shall terminate and be of no further force and effect upon effect. If the earliest Option cannot be exercised prior to occur the Termination Date as a result of any injunction, order or similar restraint issued by a court of competent jurisdiction, the Option Exercise Period shall terminate on the later of (i) the Effective Time (as such term is defined in the Merger Agreement), Termination Date and (ii) twelve the 10th business day after such injunction, order or restraint shall have been dissolved or shall have become permanent and no longer subject to appeal, as the case may be, but in no event later than 18 months after the occurrence of a Payment Purchase Event. (b) This Option Agreement shall terminate, if but only if no Purchase Event (unless prior thereto the Option shall have been exercisedoccurred prior thereto, upon the occurrence of any of the following, as applicable: (i) and at the Effective Time of the Merger; or (iiiii) upon the termination of the Merger Agreement prior to the occurrence of a Payment Purchase Event unless, in the case of this clause (iiiii), Parent AmeriSource has the right to receive a termination fee pursuant to Section 8.5(b)(i) of the Merger Agreement following such termination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months 180 days following the time such termination fee becomes payable and (y) the expiration of the period in which an event may occur which would result in Parent AmeriSource having the right to receive a termination fee pursuant to Section 5.5(e)(z8.5(b)(i) of the Merger Agreement. Notwithstanding the termination of the Option, Parent AmeriSource shall be entitled to purchase those Option Shares with respect to which it has exercised the Stock Option in accordance with the terms hereof prior to the termination of thethe Option. The termination of the Option shall not affect any rights hereunder which by their terms extend beyond the date of such termination. (c) As used herein, a "Purchase Event" shall mean an event the result of -------------- which is that a fee is required to be paid by Bergen to AmeriSource pursuant to Section 8.5(b)(i) of the Merger Agreement. (d) As used herein, the terms "Beneficial Ownership", "Beneficial Owner" -------------------- ---------------- and "Beneficially Own" shall have the meanings ascribed to them in Rule 13d-3 ---------------- under the Exchange Act. As used herein, "person" shall have the meaning ------ specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act. (e) Whenever AmeriSource wishes to exercise the Option, it shall deliver to Bergen a written notice (a "Notice of Exercise," the date of receipt of which ------------------ being herein referred to as the "Notice Date") specifying (i) the total number ----------- of shares it intends to purchase pursuant to such exercise and (ii) a place and date not earlier than two business days nor later than 60 calendar days from the Notice Date for the closing of such purchase (a "Closing Date"); provided that if any closing of the purchase and ------------ sale pursuant to the Option (a "Closing") cannot be consummated by reason of any ------- Applicable Law, the period of time that otherwise would run from the Notice Date pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated; and, provided, -------- further, that, without limiting the foregoing, if prior notification to or ------- approval of any Governmental Authority is required in connection with such purchase, AmeriSource and, if applicable, Bergen shall promptly file the required notice or application for approval and shall expeditiously process the same (and Bergen shall cooperate with AmeriSource in the filing of any such notice or application and the obtaining of any such approval), and the period of time that otherwise would run from the Notice Date pursuant to this sentence shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated or (ii) such approval has been obtained, and in either event, any requisite waiting period has passed. (f) In the event (i) AmeriSource receives official notice that an approval of any Governmental Authority required for the purchase of Option Shares would not be issued or granted or (ii) a Closing Date shall not have occurred within 18 months after the related Notice Date due to the failure to obtain any such required approval, AmeriSource shall be entitled to exercise its right as set forth in Section 7 or, to the extent legally permitted, to exercise the Option in connection with the resale of Option Shares pursuant to a registration statement as provided in Section 9. The provisions of this Section 3 and Section 6 shall apply with appropriate adjustments to any such exercise.