Common use of Exercise and Termination of Option Clause in Contracts

Exercise and Termination of Option. (a) Subject to the terms and conditions hereof, Grantee may exercise the Option at any time after the occurrence of a Trigger Event and prior to the close of business on the Termination Date (the "Exercisability Period"). "Trigger Event" shall mean the termination of the Merger Agreement by its terms, other than in accordance with Section 8.1(a) or 8.1(f) of the Merger Agreement, or any Payment Event. "Termination Date" shall mean the earliest of (i) the Effective Time of the Merger, (ii) 180 days after the date full payment of the Termination Fee contemplated by Section 8.5(b) of the Merger Agreement is made by Issuer to Grantee thereunder, or (iii) 180 days after the termination of the Merger Agreement so long as no Payment Event has occurred or could still occur pursuant to Section 8.5(b) or 8.5(c) of the Merger Agreement, as the case may be. For purposes of this Section 2(a), "Payment Event" shall mean any event which obligates Issuer to pay Grantee the $500,000 fee (the "Termination Fee") contemplated under Section 8.5(b) or 8.5(c) of the Merger Agreement. Notwithstanding the occurrence of the Termination Date, Grantee shall be entitled to purchase Option Shares pursuant to any exercise of the Option, on the terms and subject to the conditions hereof, to the extent Grantee exercised the Option prior to the occurrence of the Termination Date.

Exercise and Termination of Option. (a) Subject If Grantee is not in material breach of the Merger Agreement, subject to the terms and conditions hereof, Grantee may exercise the Option in whole at any time after the occurrence of a Trigger Event and prior to the close of business on the Termination Date (the "Exercisability Period"). "Trigger Event" shall mean an event which obligates Issuer to pay the termination of the Merger Agreement by its terms, other than in accordance with Termination Fee pursuant to Section 8.1(a) or 8.1(f5.8(b) of the Merger Agreement, or any Payment Event. "Termination Date" shall mean the earliest of (i) the Effective Time of the Merger, (ii) 180 days after the date full payment of the Termination Fee contemplated by Section 8.5(b5.8(b) of the Merger Agreement is made by Issuer to Grantee thereunder, or (iii) 180 days after the termination of the Merger Agreement so long as no Payment Trigger Event has occurred or could still occur pursuant to Section 8.5(b5.8(b) the Merger Agreement or 8.5(c(iv) 13 months after the termination of the Merger Agreement, as Agreement under circumstances which could result in Grantee's becoming entitled to receive the case may be. For purposes of this Termination Fee from Issuer pursuant to Section 2(a5.8(b), "Payment Event" unless during such 13 month period a Trigger Event shall mean any event which obligates Issuer to pay Grantee the $500,000 fee (the "Termination Fee") contemplated under Section 8.5(b) or 8.5(c) of the Merger Agreementoccur. Notwithstanding the occurrence of the Termination Date, Grantee shall be entitled to purchase the Option Shares pursuant to any the exercise of the Stock Option, on the terms and subject to the conditions hereof, to the extent Grantee exercised the Stock Option prior to the occurrence of the Termination Date.