Common use of Grant of Purchase Option Clause in Contracts

Grant of Purchase Option. (a) Each Stockholder hereby severally and not jointly agrees that it shall tender the Shares it owns as of the date hereof and any Shares it may acquire prior to the expiration of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition, each Stockholder hereby severally and not jointly grants to Purchaser an irrevocable option (as to each Stockholder, the "Option") to purchase any of or all the Shares owned by such Stockholder and any of or all the Shares for which any stock options and warrants owned by such Stockholder are then exercisable on the date the Option is exercised by Purchaser (on any date, the "Vested Options and Warrants") in each case at a price per Share equal to $40.00 (the "Original Offer Price"). Subject to Section 8, the Option may be exercised at any time and from time to time after the date hereof, in whole or in part. If Purchaser shall for any reason have increased the price per share payable in the Offer over the Original Offer Price (and Purchaser accepts Shares for payment pursuant to the Offer), then, immediately following Purchaser's payment for the Shares pursuant to the Offer, each Stockholder shall pay to Purchaser on demand an amount in cash equal to the product of (x) the number of such Stockholder's Shares purchased pursuant to the Offer and (y) the excess of (A) the per share cash consideration received by the Stockholder as a result of the Offer, as amended, over (B) the Original Offer Price. (b) In the event that Purchaser wishes to exercise the Option as to a Stockholder, Purchaser shall give written notice (the date of such notice being called the "Notice Date") to such Stockholder and to the Company specifying the number (if less than all) of such Stockholder's Shares, including shares of Common Stock underlying Vested Options and Warrants, and a place, time and date not later than 10 Business Days (as defined in the Merger Agreement) from the Notice Date for the closing of such purchase. Prior to the closing, such Stockholder will take all action necessary to exercise the Vested Options and Warrants and obtain possession of the underlying Shares.

Grant of Purchase Option. (a) Each Stockholder hereby severally and not jointly agrees that it shall tender the Shares it owns as of the date hereof and any Shares it may acquire prior to the expiration of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition, each Stockholder hereby severally and not jointly grants to Parent and Purchaser an irrevocable option (as to each Stockholder, the "Purchase Option") to purchase for cash, in a manner set forth below, any of or all of the Shares (and including Shares acquired after the date hereof by such Stockholder) beneficially owned by such the Stockholder and any of or all the Shares for which any stock options and warrants owned by such Stockholder are then exercisable on the date the Option is exercised by Purchaser (on any date, the "Vested Options and Warrants") in each case at a price (the "Exercise Price") per Share equal to $40.00 (54.71 per share of Company Common Stock and $21.88 per share of Company Preferred Stock, as the "Original Offer Price")case may be. Subject to Section 8In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Option may Exercise Price will be exercised at any time and from time to time after the date hereof, in whole or in part. If Purchaser shall for any reason have increased the price per share payable in the Offer over the Original Offer Price (and Purchaser accepts Shares for payment pursuant to the Offer), then, immediately following Purchaser's payment appropriately adjusted for the Shares pursuant to the Offer, each Stockholder shall pay to Purchaser on demand an amount in cash equal to the product purpose of (x) the number of such Stockholder's Shares purchased pursuant to the Offer and (y) the excess of (A) the per share cash consideration received by the Stockholder as a result of the Offer, as amended, over (B) the Original Offer Pricethis Section 10. (b) In the event that Purchaser wishes (i) the Purchase Option has been exercised, in whole or in part with respect to exercise the Option as to a any Stockholder, Purchaser shall give written notice (ii) the date Merger has not been consummated and (iii) within 12 months after the last exercise of such notice being called the Purchase Option with respect to any Stockholder Parent or any affiliate of Parent sells the Shares acquired upon exercise of the Purchase Option ("Notice DatePurchase Option Shares") to a third party or parties (other than an affiliate of Parent) or the Company consummates a merger or consolidation with, or sells all or substantially all of its assets or equity interests to, such a third party or parties (the events referred to in this clause (iii) being referred to herein as a "Subsequent Transaction"), Parent shall notify each Stockholder from whom or which Parent or Purchaser acquired Purchase Option Shares within five business days of the occurrence of such Subsequent Transaction and of the receipt by Parent or any of its affiliates of proceeds from such Subsequent Transaction with respect to such Purchase Option Shares. Within five business days after such receipt of proceeds, whenever the same shall occur, Parent shall pay to each such Stockholder, by certified check or official bank check in immediately available funds or by wire transfer of immediately available funds, as such Stockholder may direct, an amount in cash and/or shall deliver an amount in kind to such Stockholder (in accordance with the nature of the consideration received by Parent and any of its affiliates from such Subsequent Transaction) equal to one-half of the excess, if any, of (A) the total consideration received by Parent and any of its affiliates with respect to such Purchase Option Shares acquired from such Stockholder resulting from such Subsequent Transaction less the prorated amount of any expenses incurred by Parent or its affiliates in connection with such Subsequent Transaction over (B) the total consideration received by such Stockholder pursuant to Section 10(a) upon exercise of the Purchase Option with respect to such Purchase Option Shares acquired from such Stockholder. For the purposes of making this calculation, any non-cash consideration to be paid to such Stockholder shall be valued at fair market value, and in the event of a dispute over such fair value, Parent and the Stockholders who or which are to receive such consideration over such fair value, shall, in good faith, mutually select an appraiser whose determination shall be final and binding, with the expenses of the appraiser to be shared equally by Parent, on the one hand, and such Stockholders proportionately on the other. (c) In the event that (i) the Purchase Option has not been exercised as to all of the Shares subject to the Purchase Option, (ii) the Merger has not been consummated and (iii) at any time before the first anniversary of the later of the termination of the Merger Agreement under circumstances where a Termination Fee is payable thereunder or the last day on which the Purchase Option is exercisable under the terms hereof, a Stockholder or any affiliate of such Stockholder sells the Shares as to which the Purchase Option has not been exercised ("Subject Shares") to a third party or parties (other than an affiliate of Parent) in a Subsequent Transaction or the Company consummates a Subsequent Transaction, such Stockholder shall notify Parent within five business days of each of the occurrence of such a Subsequent Transaction and of the receipt by such Stockholder or any of its affiliates of proceeds from such a Subsequent Transaction with respect to such Subject Shares. Within five business days after such receipt of proceeds, whenever the same shall occur, such Stockholder shall pay to Parent, by certified check or official bank check in immediately available funds or by wire transfer of immediately available funds, as Parent may direct, an amount in cash and/or shall deliver an amount in kind to Parent (in accordance with the nature of the consideration received by such Stockholder and any of its affiliates from such Subsequent Transaction) equal to one-half of the excess, if any, of (A) the total consideration received by such Stockholder and any of its affiliates with respect to such Subject Shares resulting from such Subsequent Transaction over (B) the total consideration which would have been received by such Stockholder pursuant to Section 10(a) upon exercise of the Purchase Option had the Purchase Option been so exercised. For the purposes of making this calculation, any non-cash consideration to be paid to Parent shall be valued at fair market value, and in the event of a dispute over such fair value, Parent and the Stockholders who or which are to pay to Parent such consideration shall, in good faith, mutually select an appraiser whose determination shall be final and binding, with the expenses of the appraiser to be shared equally by Parent, on the one hand, and such Stockholders proportionately on the other. Notwithstanding the foregoing, each Stockholder acknowledges that it shall not transfer its Shares except as permitted by Section 5 hereof. (d) In the event that (i) the Purchase Option has been exercised, in whole or in part with respect to any Stockholder, (ii) the Merger is consummated and (iii) Parent and Purchaser have increased the price per share of either the Company specifying the number (if less than all) of such Stockholder's Shares, including shares of Common Stock underlying Vested Options and Warrants, and a place, time and date not later than 10 Business Days (as defined or the Company Preferred Stock payable in the Merger Agreementabove the Exercise Price set forth in Section 10(a) (it being understood that the payment of any amounts pursuant to the exercise of dissenters' rights will not be considered for this purpose), Parent shall pay to each Stockholder from whom Parent or Purchaser purchased Purchase Option Shares, within two business days following the Notice Date Effective Time of the Merger and in the manner set forth in Section 10(b), an amount equal to the excess of (A) the price per share paid for the closing Company Common Stock and Company Preferred Stock in the Merger over (B) the Exercise Price of such purchase. Prior to the closingCompany Common Stock and/or Company Preferred Stock, as the case may be, purchased by Parent or Purchaser from such Stockholder will take all action necessary to upon exercise the Vested Options and Warrants and obtain possession of the underlying SharesPurchase Option.

Grant of Purchase Option. (a) Each Stockholder Holdings hereby severally grants to Alexza an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Equity Securities owned or hereafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Allegro hereby covenants and not jointly agrees that it shall tender the Shares it owns as of the date hereof and all Symphony Allegro Equity Securities issued by Symphony Allegro at any Shares it may acquire time prior to the expiration of the Offer Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza or Holdings. Further, to the extent Symphony Allegro shall issue any Symphony Allegro Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Equity Securities being subject to the prior written consent of Alexza as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Allegro hereby covenants and agrees that it shall not withdraw cause such Symphony Allegro Equity Securities to be subject to the Purchase Option without the payment of, or any Shares so tendered (it being understood obligation to pay, any additional consideration in respect of such Symphony Allegro Equity Securities by Alexza, Symphony Allegro or any Symphony Allegro Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Equity Securities, the Parties acknowledging and agreeing that the obligation contained sole consideration payable by Alexza pursuant to this Agreement for all of the outstanding Symphony Allegro Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in this sentence Section 2(b) hereof). (c) Alexza’s right to exercise the Purchase Option granted hereby is unconditional, subject to Section 8). In additionthe following conditions: (i) The Purchase Option may only be exercised for the purchase of all, each Stockholder hereby severally and not jointly grants to Purchaser an irrevocable option less than all, of the Symphony Allegro Equity Securities; (as to each Stockholder, the "Option"ii) to purchase any of or all the Shares owned by such Stockholder and any of or all the Shares for which any stock options and warrants owned by such Stockholder are then exercisable on the date the The Purchase Option is may only be exercised by Purchaser a single time; and (on any date, the "Vested Options and Warrants"iii) in each case at a price per Share equal to $40.00 (the "Original Offer Price"). Subject to Section 8, the The Purchase Option may be exercised at any time only during the period (the “Purchase Option Period”) commencing on and from time to time after including December 1, 2007 (the date hereof“Purchase Option Commencement Date”) and ending on and including December 1, 2010 (the “Final Termination Date”). [ * ] = Certain confidential information contained in whole or in part. If Purchaser shall for any reason have increased this document, marked by brackets, is filed with the price per share payable in the Offer over the Original Offer Price (Securities and Purchaser accepts Shares for payment Exchange Commission pursuant to the Offer), then, immediately following Purchaser's payment for the Shares pursuant to the Offer, each Stockholder shall pay to Purchaser on demand an amount in cash equal to the product of (x) the number of such Stockholder's Shares purchased pursuant to the Offer and (y) the excess of (A) the per share cash consideration received by the Stockholder as a result Rule 24b-2 of the OfferSecurities Exchange Act of 1934, as amended, over (B) the Original Offer Price. (b) In the event that Purchaser wishes to exercise the Option as to a Stockholder, Purchaser shall give written notice (the date of such notice being called the "Notice Date") to such Stockholder and to the Company specifying the number (if less than all) of such Stockholder's Shares, including shares of Common Stock underlying Vested Options and Warrants, and a place, time and date not later than 10 Business Days (as defined in the Merger Agreement) from the Notice Date for the closing of such purchase. Prior to the closing, such Stockholder will take all action necessary to exercise the Vested Options and Warrants and obtain possession of the underlying Shares.