Common use of Exercise of Stock Option Clause in Contracts

Exercise of Stock Option. (a) Subject to Section 2.3 hereof, the ------------------------ Stock Option may be exercised by Purchaser, in whole and for all Stockholders but not in part or for less than all Stockholders, upon termination or expiration of the Offer, and during the period (the "Exercise Period") --------------- commencing on the later of January 2, 1996 and the termination or expiration of the Offer and ending on the date 10 business days after the date such period commenced; provided that if the Merger Agreement shall terminate solely by -------- reason of the Company's exercise of its termination rights pursuant to Section 9.1(b)(iii) of the Merger Agreement, the Exercise Period shall commence on such date and end on the date 10 business days thereafter. (b) In the event Purchaser wishes to exercise the Stock Option, Purchaser shall send a written notice (an "Exercise Notice") during the Exercise Period to --------------- each Stockholder specifying that Purchaser shall purchase the total number of Shares held by such Stockholder and a date, which shall be a business day, and a place, which shall be in The City of New York, for the closing of such purchase (the "Stock Option Closing"). ------------ ------- (c) Upon receipt of the Exercise Notice, each Stockholder shall be obligated to deliver to Purchaser a certificate or certificates representing the number of Shares held by such Stockholder (or to direct the depository for the Offer to so deliver such certificate or certificates), in accordance with the terms of this Agreement, on the later of the date specified in such Exercise Notice and the first business day on which the conditions specified in Section 2.3 shall be satisfied. The date specified in such Exercise Notice may be as early as one business day after the date of such Exercise Notice.

Exercise of Stock Option. (a) Subject to Section 2.3 hereof, the ------------------------ The Stock Option may be exercised by PurchaserOptionee, in whole and for all Stockholders of such Stockholder's Shares but not in part or for less than all Stockholdersof such Stockholder's Shares, upon termination or expiration of the Offer, and during the period (the "Exercise Period") --------------- commencing beginning on the later earlier of January 2, 1996 and (i) the termination date the Offer is terminated by Parent or expiration Sub for the reasons set forth in (f) or (g) of the Conditions to the Offer (as set forth in Annex A to the Merger Agreement) without any violation of the Offer and ending on the date 10 business days after the date such period commenced; provided that if or the Merger Agreement shall by Parent or Sub which would permit the Company to terminate solely the Merger Agreement and (ii) the termination of the Merger Agreement by -------- reason of the Company's exercise of its termination rights pursuant to Section 9.1(b)(iii7.1(c)(i)(a) or (b) of the Merger AgreementAgreement and, the Exercise Period shall commence on such date and end on the date 10 in either case, ending twenty (20) business days thereafterafter the initial public announcement of a Superior Proposal (as defined in the Merger Agreement). (b) In the event Purchaser If Optionee wishes to exercise the Stock Option, Purchaser Optionee shall send a written notice (an "Exercise NoticeEXERCISE NOTICE") during the Exercise Period to --------------- each Stockholder specifying that Purchaser Optionee shall purchase the total number of Shares held by such Stockholder and a date, which shall be a business day, and a place, which shall be in The City the city of New YorkChicago, Illinois, for the closing of such purchase (the "Stock Option ClosingSTOCK OPTION CLOSING"). ------------ -------If the Stock Option is not exercised during the Exercise Period, the Stock Option shall immediately terminate. (c) Upon receipt of the Exercise Notice, each Stockholder shall be obligated to deliver to Purchaser Optionee a certificate or certificates representing representing, and Optionee shall be obligated to (and Parent shall cause Optionee to) purchase, the number of Shares held by such Stockholder (or to direct the depository depositary for the Offer to so deliver such certificate or certificates), in accordance with the terms of this Agreement, on the later of the date specified in such Exercise Notice and or the first business day on which the conditions specified in Section 2.3 shall be satisfied. The date specified in such Exercise Notice may be as early as one business day after the date of such Exercise Notice but shall not be later than five (5) business days after the later of (i) the date of such Exercise Notice, or (ii) the date all conditions under Section 2.3 are satisfied.

Exercise of Stock Option. (a) Subject to Section 2.3 hereof, the ------------------------ Each Stock Option may be exercised by PurchaserOptionee, in whole and for all Stockholders of such Stockholder's Shares but not in part or for less than all Stockholdersof such Stockholder's Shares, upon and only simultaneously as to all Stockholders (i) if the Offer has been terminated by Parent or Sub for the reasons set forth in (f) or (g) of the Conditions to the Offer (as set forth in Annex A to the Merger Agreement) or (ii) if the Offer has expired without the purchase of Shares thereunder and at the time of such expiration (x) the Minimum Condition (as defined in the Merger Agreement) has not been satisfied or (y) circumstances had occurred giving rise to a right of termination by Parent or expiration Sub for the reasons set forth in (f) or (g) of said Conditions of the Offer, and in each case without any violation of the Offer or the Merger Agreement by Parent or Sub. Notice of exercise may be given at any time during the period (the "Exercise Period") --------------- commencing on after the later of January 2, 1996 and Stock Option becomes exercisable (under the termination or expiration of the Offer circumstances provided in this Section 2.2) and ending on the date 10 business days after which is three months following the date such period commenced; provided that on which any Superior Proposal (as defined in the Merger Agreement) expires or is withdrawn or terminated without the purchase of any Shares. In addition, Optionee may also exercise the Stock Option if the Merger Agreement shall terminate solely by -------- reason of the Company's exercise of its termination rights pursuant to Section 9.1(b)(iii7.1(c)(i)(a) or (b) of the Merger Agreement, whereupon the Exercise Period shall commence on the date such date termination rights are exercised and end on the date 10 business days thereafterwhich is three months following the date on which any Superior Proposal expires or is withdrawn or terminated without the purchase of any Shares. (b) In the event Purchaser Optionee wishes to exercise the Stock Option, Purchaser Optionee shall send a written notice (an "Exercise Notice") during the Exercise Period to --------------- each Stockholder specifying that Purchaser Optionee shall purchase the total number of Shares held by such Stockholder and a date, which shall be a business day, and a place, which shall be in The City of New York City, New York, for the closing of such purchase (the "Stock Option Closing"). ------------ -------The Stock Option Closing shall be delayed during such time as (I) any party shall be subject to a non-final order, decree, ruling or action restraining, enjoining or otherwise prohibiting the purchase of the Shares pursuant to the Stock Option or (II) the waiting period, if any, under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, shall not have expired or been terminated. (c) Upon receipt of the Exercise Notice, each Stockholder shall be obligated to deliver to Purchaser Optionee, and Optionee shall be obligated to purchase (and Parent shall cause Optionee to purchase), a certificate or certificates representing the number of Shares held by such Stockholder (or to direct the depository depositary for the Offer to so deliver such certificate or certificates), in accordance with the terms of this Agreement, on the later of the date specified in such Exercise Notice and or the first business day on which the conditions specified in Section 2.3 shall be satisfied. The date specified in such Exercise Notice may be as early as one business day after the date of such Exercise Notice but shall not be later than five (5) business days after the later of (i) the date of such Exercise Notice, or (ii) the date all conditions under Section 2.3 are satisfied.

Exercise of Stock Option. (a) Subject to Section 2.3 4.4 hereof, the ------------------------ Stock Option may be exercised by PurchaserBuyer, in whole and for all Stockholders each Stockholder but not in part or for less than all Stockholders, upon termination or expiration of the Offer, and during the period (the "Exercise Period") --------------- commencing on the later of January 2, 1996 and the termination or expiration of the Offer and ending on the date 10 business days after the date such period commenced; provided that if the Merger Agreement shall terminate solely by -------- reason of the Company's exercise of its termination rights pursuant to Section 9.1(b)(iii) 9.1.6 of the Merger Agreement, the Exercise Period shall commence on such date Purchase Agreement and end ending on the date 10 ten business days thereafter. (b) In the event Purchaser Buyer wishes to exercise the Stock Option, Purchaser Buyer shall send a written notice (an "Exercise Notice") during the Exercise Period to --------------- each Stockholder specifying that Purchaser Buyer shall purchase the total number of Stockholder Shares held by such Stockholder and a date, which shall be a business day, and a place, which shall be in The City of New York, day for the closing of such purchase no later than sixty days after the sending of such notice (the "Stock Option Closing"). ------------ -------The Stock Option Closing shall take place at the Washington, D.C. offices of Wilm▇▇, ▇▇tl▇▇ & ▇ick▇▇▇▇▇. (c) Upon receipt of the Exercise Notice, each Stockholder shall be become obligated to deliver to Purchaser Buyer a certificate or certificates representing the number of Stockholder Shares held by such Stockholder (or to direct the depository for the Offer to so deliver such certificate or certificates), in accordance with the terms of this Agreement, on the later of the date specified in such Exercise Notice and the first business day on which the conditions specified in Section 2.3 4.4 shall be satisfied. The date specified in such Exercise Notice for the Stock Option Closing may be as early as one business day after the date of such Exercise Notice.