Common use of Option to Acquire Additional Shares Clause in Contracts

Option to Acquire Additional Shares. The Company hereby grants to Parent and Sub an irrevocable option (the “Option”) to purchase up to that number of newly issued shares of the Company Common Stock (the “Option Shares”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Sub, and the affiliates of Parent or Sub immediately following consummation of the Tender Offer, shall constitute ninety and one-half percent (90.5%) of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Option Shares) for a consideration per Option Share equal to the Offer Price. In the event Parent and/or Sub wish to exercise the Option, Parent shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or shall be owned by Parent, Sub, and the affiliates of Parent and Sub immediately following consummation of the Tender Offer and specifying a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Parent specifying the number of Option Shares. At the closing of the purchase of the Option Shares, the portion of the purchase price owing upon exercise of the Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier’s check or pursuant to a promissory note in substantially the form attached as Exhibit A hereto.