Common use of Parent Option Clause in Contracts

Parent Option. (a) TCD and the Shareholders hereby grant to Parent (and its nominees) an irrevocable option to cause the Merger to be consummated, exercisable only as provided in this Section 1.7 (the "Parent Option"). In the event that the Merger Shares (as defined in Section 2.1) shall not attain an aggregate Market Price of Fifteen Million Dollars ($15,000,000), on or prior to March 1, 2005 (the "Peg Date"), then on the Peg Date and for a period of ten (10) days thereafter (the "Option Election Period"), Parent shall have the right to exercise the Parent Option by delivering written notice (the "Option Notice") to TCD and the Shareholders stating that it is exercising the Parent Option. If Parent shall exercise the Parent Option, the Closing of the Merger shall take place as set forth in Section 1.6(a)(ii). (b) If Parent shall exercise the Parent Option, then Parent shall pay to the Shareholders, in addition to the Merger Shares, the difference between $15,000,000 and the aggregate Option Market Price (as defined in this Section 1.7) of the Merger Shares (the "Payment"), payable on the Closing Date or such other date that shall be mutually agreed to by the Parent, on the one hand, and TCD and the Shareholders, on the other hand (the "Payment Date"). Such Payment shall be paid to the Shareholders, in Parent's sole and absolute discretion, (i) in cash either by wire transfer of immediately available funds to the account(s) provided to Parent by the Shareholders on the Closing Date, (ii) in additional Parent Shares valued at the Option Market Price or (iii) in any combination of cash and additional Parent Shares as provided in clauses (i) and (ii) above; provided, however, that the amount of the Payment paid to the Shareholders in cash shall not exceed $7,500,000. The Payment shall be allocated to each Shareholder as set forth on Schedule 1.7. (c) If Parent shall exercise the Parent Option, on the Payment Date, in addition to the Payment, Parent shall provide to the Shareholders a written notice setting forth in reasonable detail the calculation of the Payment, including the Option Market Price of the Merger Shares, and balance sheets of Parent and Merger Sub, including a calculation of the "Total Debt" (as defined below). (d) For purposes of this Section 1.7, the "Option Market Price" shall mean the average of the reported closing bid and asked prices, during the eight week period immediately prior to the Payment Date, on the on the over-the-counter bulletin board electronic quotation system maintained by the National Association of Securities Dealers, Inc., or any principal national securities exchange on which the security is listed or admitted to trading, or, in the absence or either, as determined by the mutual agreement of Shareholders and Parent's Board of Directors.

Parent Option. (a) TCD and the Shareholders hereby grant to Parent (and its nominees) an irrevocable option to cause the Merger to be consummated, exercisable only as provided in this Section 1.7 (the "Parent Option"). In the event that the Merger Shares (as defined in Section 2.1) shall not attain an aggregate Market Price of Fifteen Million Dollars ($15,000,000), on or prior to March 1, 2005 (the "Peg Date"), then on the Peg Date and for a period of ten (10) days thereafter (the "Option Election Period"), Parent and/or Seller shall have the right to exercise purchase up to an aggregate of 19.9% of the Parent Option by delivering written notice (the "Option Notice") Holdings Common Stock immediately prior to TCD and the Shareholders stating that it is exercising the Parent Option. If Parent shall exercise the Parent Option, the Closing for a per share purchase price equal to the per share purchase price paid or payable by other stockholders of Holdings on or prior to the Closing Date, provided that if investment partnerships affiliated with KKR shall have invested, as of the Merger shall take place as set forth Closing Date, in a corporation which wholly-owns Holdings (rather than investing directly in Holdings), references to "Holdings Common Stock" in this Section 1.6(a)(ii). 11.3, Sections 5.3, 5.7(b) and 9.3 and clause (b) If of the definition of "Securities" contained in Section 1.1 shall be deemed to be references to the common stock of such corporation and references to "Holdings" and "New Talegen Holdings Corporation" in Section 9.3 shall be deemed to be references to such corporation. Parent shall exercise the Parent Option, then Parent and/or Seller shall pay to the Shareholders, in addition to the Merger Shares, the difference between $15,000,000 and the aggregate Option Market Price (as defined in purchase price for any shares to be purchased pursuant to this Section 1.7) of the Merger Shares (the "Payment")in cash, payable on the Closing Date or such other date that shall be mutually agreed to by the Parent, on the one hand, and TCD and the Shareholders, on the other hand (the "Payment Date"). Such Payment shall be paid to the Shareholders, in Parent's sole and absolute discretion, (i) in cash either by wire transfer of in immediately available funds to the account(s) provided an account which Buyer shall designate in writing to Parent by no less than two business days prior to the Shareholders Closing Date. To exercise such right, Parent and/or Seller must deliver irrevocable written notice to Buyer within 45 days from the date hereof which indicates the percentage interest (after giving effect to its purchase) of Holdings Common Stock that Parent and/or Seller desire to purchase hereunder, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parent, subject to the last sentence of this Section, to make such purchase on the Closing Date, (ii) in additional ). No such notice shall be effective unless Parent Shares valued at the Option Market Price or (iii) in any combination of cash and additional Parent Shares as provided in clauses (i) and (ii) above; provided, however, that the amount and/or Seller concurrently delivers a notice under Section 11.3 of the Payment paid TRG Agreement which indicates Parent's and/or Seller's election to purchase the Shareholders same aggregate percentage interest in cash the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall cease to have the right to purchase Holdings Common Stock hereunder, whether or not exceed $7,500,000. The Payment their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section shall be allocated to each Shareholder as set forth on Schedule 1.7void and of no effect. (c) If Parent shall exercise the Parent Option, on the Payment Date, in addition to the Payment, Parent shall provide to the Shareholders a written notice setting forth in reasonable detail the calculation of the Payment, including the Option Market Price of the Merger Shares, and balance sheets of Parent and Merger Sub, including a calculation of the "Total Debt" (as defined below). (d) For purposes of this Section 1.7, the "Option Market Price" shall mean the average of the reported closing bid and asked prices, during the eight week period immediately prior to the Payment Date, on the on the over-the-counter bulletin board electronic quotation system maintained by the National Association of Securities Dealers, Inc., or any principal national securities exchange on which the security is listed or admitted to trading, or, in the absence or either, as determined by the mutual agreement of Shareholders and Parent's Board of Directors.

Parent Option. (a) TCD and the Shareholders hereby grant to Parent (and its nominees) an irrevocable option to cause the Merger to be consummated, exercisable only as provided in this Section 1.7 (the "Parent Option"). In the event that the Merger Shares (as defined in Section 2.1) shall not attain an aggregate Market Price of Fifteen Million Dollars ($15,000,000), on or prior to March 1, 2005 the date that is thirty (30) months from the date hereof (the "Peg Date"), then on the Peg Date and for a period of ten (10) days thereafter (the "Option Election Period"), Parent shall have the right to exercise the Parent Option by delivering written notice (the "Option Notice") to TCD and the Shareholders stating that it is exercising the Parent Option. If Parent shall exercise the Parent Option, the Closing of the Merger shall take place as set forth in Section 1.6(a)(ii). (b) If Parent shall exercise the Parent Option, then Parent shall pay to the Shareholders, in addition to the Merger Shares, the difference between $15,000,000 and the aggregate Option Market Price (as defined in this Section 1.7) of the Merger Shares (the "Deferred Payment"), payable on the Closing Date date that is six (6) months from the date the Option Notice was delivered to TCD and the Shareholders, or such other date that shall be mutually agreed to by the Parent, on the one hand, and TCD and the Shareholders, on the other hand (the "Deferred Payment Date"). Such Deferred Payment shall be paid to the Shareholders, in Parent's sole and absolute discretion, (i) in cash either by wire transfer of immediately available funds to the account(s) provided to Parent by the Shareholders on at least five (5) days prior to the Closing DateDeferred Payment Date or by bank check, (ii) in additional Parent Shares valued at the Option Market Price or (iii) in any combination of cash and additional Parent Shares as provided in clauses (i) and (ii) above; provided, however, that the amount of the Deferred Payment paid to the Shareholders in cash shall not exceed $7,500,000. The Deferred Payment shall be allocated to each Shareholder as set forth on Schedule 1.7. (c) If Parent shall exercise the Parent Option, on the Deferred Payment Date, in addition to the Deferred Payment, Parent shall provide to the Shareholders a written notice setting forth in reasonable detail the calculation of the Deferred Payment, including the Option Market Price of the Merger Shares, and balance sheets of Parent and Merger Sub, including a calculation of the "Total Debt" (as defined below). (d) For purposes of this Section 1.7, the "Option Market Price" shall mean the average of the reported closing bid and asked prices, during the eight week period immediately prior to the Deferred Payment Date, on the on the over-the-counter bulletin board electronic quotation system maintained by the National Association of Securities Dealers, Inc., or any principal national securities exchange on which the security is listed or admitted to trading, or, in the absence or either, as determined by the mutual agreement of Shareholders and Parent's Board of DirectorsDirectors in its good faith discretion.

Parent Option. (a) TCD and the Shareholders hereby grant to Parent (and its nominees) an irrevocable option to cause the Merger to be consummated, exercisable only as provided in this Section 1.7 (the "Parent Option"). In the event that the Merger Shares (as defined in Section 2.1) shall not attain an aggregate Market Price of Fifteen Million Dollars ($15,000,000), on or prior to March 1, 2005 (the "Peg Date"), then on the Peg Date and for a period of ten (10) days thereafter (the "Option Election Period"), Parent and/or Seller shall have the right to purchase up to an aggregate of 19.9% of the Class 1 Stock immediately prior to the Closing for a per share purchase price equal to the per share purchase price paid or payable by other stockholders of Buyer on or prior to the Closing Date. Parent and/or Seller shall pay the aggregate purchase price for any shares to be purchased pursuant to this Section in cash, payable by wire transfer in immediately available funds to an account which Buyer shall designate in writing to Parent no less than two business days prior to the Closing Date. To exercise the such right, Parent Option by delivering and/or Seller must deliver irrevocable written notice to Buyer within 45 days from the date hereof which indicates the percentage interest (after giving effect to its purchase) of Class 1 Stock that Parent and/or Seller desire to purchase hereunder, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parent, subject to the "Option Notice") last sentence of this Section, to TCD and the Shareholders stating that it is exercising the Parent Option. If Parent shall exercise the Parent Option, make such purchase on the Closing Date). No such notice shall be effective unless Parent and/or Seller concurrently delivers a notice under Section 11.3 of the Merger Talegen Agreement which indicates Parent's and/or Seller's election to purchase the same aggregate percentage interest in the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall take place as set forth in cease to have the right to purchase Class 1 Stock hereunder, whether or not their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section 1.6(a)(ii)shall be void and of no effect. (b) If Any Class 1 Stock purchased by Parent and/or Seller pursuant to paragraph (a) above shall exercise the Parent Option, then Parent shall pay be subject to the Shareholders, in addition to the Merger Shares, the difference between $15,000,000 terms and the aggregate Option Market Price (as defined in this Section 1.7) of the Merger Shares (the "Payment"), payable on the Closing Date or such other date that shall be mutually agreed to by the Parent, on the one hand, and TCD and the Shareholders, on the other hand (the "Payment Date"). Such Payment shall be paid to the Shareholders, in Parent's sole and absolute discretion, (i) in cash either by wire transfer of immediately available funds to the account(s) provided to Parent by the Shareholders on the Closing Date, (ii) in additional Parent Shares valued at the Option Market Price or (iii) in any combination of cash and additional Parent Shares as provided in clauses (i) and (ii) above; provided, however, that the amount of the Payment paid to the Shareholders in cash shall not exceed $7,500,000. The Payment shall be allocated to each Shareholder as conditions set forth on Schedule 1.7. (c) If Parent shall exercise the Parent Option, on the Payment Date, in addition to the Payment, Parent shall provide to the Shareholders a written notice setting forth in reasonable detail the calculation of the Payment, including the Option Market Price of the Merger Shares, and balance sheets of Parent and Merger Sub, including a calculation of the "Total Debt" (as defined below). (d) For purposes of this Section 1.7, the "Option Market Price" shall mean the average of the reported closing bid and asked prices, during the eight week period immediately prior to the Payment Date, on the on the over-the-counter bulletin board electronic quotation system maintained by the National Association of Securities Dealers, Inc., or any principal national securities exchange on which the security is listed or admitted to trading, or, in the absence or either, as determined by the mutual agreement of Shareholders and Parent's Board of Directors.Exhibit J.