Common use of Option Exercises Clause in Contracts

Option Exercises. The Stockholder agrees that from the execution and ---------------- delivery of this Agreement until the Effective Time, the Stockholder shall not exercise any Stockholder Company Options (in whole or in part) without the prior written consent of the Company and Parent. The Company shall place an option exercise limitation notice consistent with the foregoing in the stock option records of the Company with respect to the Stockholder Company Options, and notify the stock administrator under the Company Option Plans of such restriction. The Company and Parent shall not withhold their consent to any exercise of Stockholder Company Options if such exercise, together with all exercises of Company Stock Options and notices of intent to exercise received as of June 10, 2001, would not affect Parent's ability to effectuate the Merger without a vote of its stockholders in compliance with Rule 4350 of the NASD Marketplace Rules. In making its determination under the previous sentence, Parent shall utilize the methodology utilized by Parent in connection with the execution of the Merger Agreement for determining compliance with Rule 4350 of the NASD Marketplace Rules. If the Stockholder wishes to exercise a Company Option (in whole or in part), the Stockholder shall notify the Company and Parent of the Stockholder's desire to do so. Such notice shall be in writing and shall specify the number of shares of Company Common Stock that the Stockholder wishes to purchase by exercising a Stockholder Company Option. As soon as practicable following the delivery of such notice (but in no event more than 5 business days thereafter), Parent and the Company shall advise the Stockholder in writing as to whether or not each of them consents to such exercise, and, if such consent is withheld, the basis on which the proposed exercise would affect Parent's ability to effectuate the Merger without a vote of Parent's stockholders in compliance with Rule 4350 of the NASD Marketplace Rules.