CCC OPTION Clause Samples

CCC OPTION. (a) At any time after July 1, 2000 until July 1, 2010, Investor may at its option purchase shares (in one transaction) of Common Stock sufficient to cause Investor to have 51% of the Fully-Diluted Voting Power of the Company (the "CCC Option"). The exercise price of the CCC Option shall be the Market Value of the Common Stock issuable pursuant to the CCC Option at the time that Investor exercises the CCC Option. (b) At the time that Investor exercises the CCC Option, it shall also purchase 100 shares of the Series E Preferred Stock with the terms and conditions set forth in the Restated Articles for a purchase price of $10.00 per share. The effect of the terms of the Series E Preferred Stock shall be to give Investor 51% of the votes on all matters submitted to a vote of stockholders for so long as Investor and its Affiliates own at least 30% of the Voting Stock outstanding from time to time. (c) In connection with the exercise of the CCC Option, Investor must exercise all of the Warrants. (d) At any time after July 1, 2005, if the Company has a signed letter of intent for a proposed Change of Control transaction (as defined in the Securities Purchase Agreement) and the Company notifies the Investor of such transaction, then the Investor shall have 15 days from the receipt of such notice, to notify the Company of the Investor's intent to exercise the CCC Option, and the Investor shall have a total of 90 days from the date of notice to complete the exercise of the CCC Option. If the Investor does not complete the exercise of the CCC Option by the end of such 90 day period, the CCC Option shall thereupon immediately terminate. (e) If the Company proposes to the Investor an IPO, then (i) the CCC Option shall become immediately exercisable, and (ii) at the request of the Company, Investor must immediately exercise the CCC Option or the CCC Option shall be adjusted as provided in paragraph (f). (f) In the event that the CCC Option is to be adjusted as provided in paragraph (e), the CCC Option shall thereafter have the following terms: for five years from the date of the closing of the IPO (the "IPO Closing"), Investor may at its option purchase that number of shares of Common Stock (in one transaction) that would have been sufficient to cause Investor to have 51% of the Fully-Diluted Voting Power of the Company as of the completion of the IPO Closing at a purchase price per share equal to 120% of the initial price to public shown on the final prospectus filed w...