Common use of Option to Purchase Additional Units Clause in Contracts

Option to Purchase Additional Units. Subject to the approval of the shareholders of the Company becoming effective in accordance with Section 1.4, the Company has authorized and hereby grants to NLAG, or NLAG's designees, effective upon the Closing, an option (the "Option") to purchase from the Company for cash up to all or any of the Option Units for a purchase price of $100.00 per Unit, subject to adjustment as provided in this Section. The Option may be exercised in whole or in part at any time, and from time to time, prior to the earliest of (a) January 25, 2003, or (b) ninety (90) days after the Company's shares are relisted for trading on the NASDAQ Small Cap Market or listed on any other national exchange or quotation system. The Option shall be deemed exercised when the Company has received (i) written notice of such exercise from NLAG or NLAG's designees and (ii) payment of the option purchase price for all Option Units as to which this Option is exercised. Upon (and as a part of) exercise of all or any part of the Option as provided in this Section, the Company shall promptly issue and deliver to each purchaser a certificate or certificates for the number of Shares and a Warrant Agreement for the number of Warrants to be issued upon such exercise. The Option shall be deemed to be exercised at the close of business on the date the Option is exercised and the purchaser of the Option Units shall be treated for all purposes as the record holder of the Shares being purchased on such date. Holders of Warrants shall have no rights with respect to shares of Common Stock issuable upon exercise of such Warrants until such Warrants have been duly exercised pursuant to the terms and conditions thereof. The Company shall make or provide for such adjustments in the numbers of Option Units, in the price per Option Unit applicable to the Option, and in the kind and number of Shares and Warrants covered by the Option, as is equitably required to prevent dilution or enlargement of the rights of NLAG or its designees that otherwise would result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company or any other corporate transaction or event having a similar effect. Upon exercise of all or any part of the Option and before any Shares or Warrants are issued pursuant to such exercise, the purchasers of the Option Units (the "Option Purchasers") shall make representations and warranties to the Company substantially similar to those made by each Purchaser in Article 4 of this Agreement and agree to indemnify the Company for breaches thereof pursuant to an indemnity substantially similar to that contained in Section 9.2 of this Agreement, in each case in a form reasonably satisfactory to the Company and its legal counsel.

Option to Purchase Additional Units. Subject to the approval of the shareholders of the Company becoming effective in accordance with Section 1.4, the Company has authorized and hereby grants to NLAG, or NLAG's designees, effective upon the Closing, an option (the "OptionOPTION") to purchase from the Company for cash up to all or any of the Option Units for a purchase price of $100.00 per Unit, subject to adjustment as provided in this Section. The Option may be exercised in whole or in part at any time, and from time to time, prior to the earliest of (a) January 25, 2003, or (b) ninety (90) days after the Company's shares are relisted for trading on the NASDAQ Small Cap Market or listed on any other national exchange or quotation system. The Option shall be deemed exercised when the Company has received (i) written notice of such exercise from NLAG or NLAG's designees and (ii) payment of the option purchase price for all Option Units as to which this Option is exercised. Upon (and as a part of) exercise of all or any part of the Option as provided in this Section, the Company shall promptly issue and deliver to each purchaser a certificate or certificates for the number of Shares and a Warrant Agreement for the number of Warrants to be issued upon such exercise. The Option shall be deemed to be exercised at the close of business on the date the Option is exercised and the purchaser of the Option Units shall be treated for all purposes as the record holder of the Shares being purchased on such date. Holders of Warrants shall have no rights with respect to shares of Common Stock issuable upon exercise of such Warrants until such Warrants have been duly exercised pursuant to the terms and conditions thereof. The Company shall make or provide for such adjustments in the numbers of Option Units, in the price per Option Unit applicable to the Option, and in the kind and number of Shares and Warrants covered by the Option, as is equitably required to prevent dilution or enlargement of the rights of NLAG or its designees that otherwise would result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company or any other corporate transaction or event having a similar effect. Upon exercise of all or any part of the Option and before any Shares or Warrants are issued pursuant to such exercise, the purchasers of the Option Units (the "Option PurchasersOPTION PURCHASERS") shall make representations and warranties to the Company substantially similar to those made by each Purchaser in Article 4 of this Agreement and agree to indemnify the Company for breaches thereof pursuant to an indemnity substantially similar to that contained in Section 9.2 of this Agreement, in each case in a form reasonably satisfactory to the Company and its legal counsel.