Common use of Parent Option Clause in Contracts

Parent Option. For a period of three business days after the giving of the Offering Notice pursuant to Section 3.3(a) (the "OPTION PERIOD"), Parent shall have the right (the "OPTION") but not the obligation to purchase all (but not less than all) of the Offered Securities at a purchase price equal to the Offer Price. If the consideration to be paid pursuant to such Private Sale is not in the form of cash, Parent may, at its election, exercise the Option by paying cash in the amount equal to the fair market value of the consideration to be paid to the Principal Stockholder. The parties, each acting through one or more senior officers of the rank of Vice President or higher as its representative, shall negotiate in good faith and alone (except for one assistant for each party) to determine such fair market value. If no agreement can be reached by such senior managers, then such fair market value shall be determined by a neutral arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. No sale may be made until a determination as to such fair value is reached, and such determination shall be made within 30 days of the Offering Notice. The right of Parent to purchase any or all of the Offered Securities under this Section 3.3(b) shall be exercisable by delivering written notice of the exercise thereof (the "ACCEPTANCE"), prior to the expiration of the Option Period, to the Principal Stockholder, which notice shall state the number of Offered Securities proposed to be purchased by Parent. The failure of Parent to respond within the Option Period shall be deemed to be a waiver of the Option; PROVIDED that Parent may waive its rights under this Section 3.3(b) prior to the expiration of the Option Period by giving written notice to the Principal Stockholder (the date any such written waiver is received by the Principal Stockholder or, if no written waiver is given, the last date of the Option Period is referred to as the "WAIVER DATE");

Parent Option. For a period of three business days after the giving of the Offering Notice pursuant to Section 3.3(a) (the "OPTION PERIODOption Period"), Parent shall have the right (the "OPTIONOption") but not the obligation to purchase all (but not less than all) of the Offered Securities at a purchase price equal to the Offer Price. If the consideration to be paid pursuant to such Private Sale is not in the form of cash, Parent may, at its election, exercise the Option by paying cash in the amount equal to the fair market value of the consideration to be paid to the Principal Stockholder. The parties, each acting through one or more senior officers of the rank of Vice President or higher as its representative, shall negotiate in good faith and alone (except for one assistant for each party) to determine such fair market value. If no agreement can be reached by such senior managers, then such fair market value shall be determined by a neutral arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. No sale may be made until a determination as to such fair value is reached, and such determination shall be made within 30 days of the Offering Notice. The right of Parent to purchase any or all of the Offered Securities under this Section 3.3(b) shall be exercisable by delivering written notice of the exercise thereof (the "ACCEPTANCEAcceptance"), prior to the expiration of the Option Period, to the Principal Stockholder, which notice shall state the number of Offered Securities proposed to be purchased by Parent. The failure of Parent to respond within the Option Period shall be deemed to be a waiver of the Option; PROVIDED provided that Parent may waive its rights under this Section 3.3(b) prior to the expiration of the Option Period by giving written notice to the Principal Stockholder (the date any such written waiver is received by the Principal Stockholder or, if no written waiver is given, the last date of the Option Period is referred to as the "WAIVER DATEWaiver Date");