Common use of Continuing Option Clause in Contracts

Continuing Option. (a) At any time and from time to time after the Initial Continuing Option Exercise Date and thereafter during the Effective Period, the Company shall have the right, but not the obligation (the "Continuing Option"), exercisable by providing written notice thereof (the "Continuing Option Notice") to the Foundation, to purchase from the Foundation all or any portion of the Registrable Securities (the "Continuing Option Securities") at a cash price per share equal to the Continuing Option Price (as defined below in this Section 4(a)). The Continuing Option Notice shall state the number of Continuing Option Securities that the Company shall purchase pursuant to the Continuing Option, the aggregate purchase price therefor, and the closing date of the Company's purchase of the Continuing Option Securities, which shall take place within thirty (30) days of the date of the Continuing Option Notice. The Company shall pay for the Continuing Option Securities that it shall purchase pursuant to the Continuing Option at the closing thereof by wire transfer of immediately available funds to a bank account designated by the Foundation. At such closing, the Foundation shall deliver to the Company a certificate or certificates representing the number of Continuing Option Securities purchased by the Company as specified in the Continuing Option Notice, free and clear of all liens, claims, security interests and other encumbrances. The Company shall be entitled to receive customary representations and warranties from the Foundation regarding such sale of Continuing Option Securities (including representations regarding good title to such shares, free and clear of all liens, claims, security interests and other encumbrances). The term "Continuing Option Price", as used herein, shall mean (i) prior to the consummation of a Demand Registration or an offering pursuant to a Piggy-Back Request, the greater of "A", "B" or "C", and (ii) from and after the consummation of a Demand Registration or an offering pursuant to a Piggy-Back Request, the greater of "A", or "B", where, for purposes of the foregoing clauses (i) and (ii), "A" shall mean the average closing sale price per share of Common Stock on the NYSE during the ten (10) consecutive trading days ending on the date that the Continuing Option Notice with respect to such Continuing Option shall have been provided, "B" shall mean the average closing sale price per share of Common Stock on the NYSE during the ten (10) consecutive trading days ending on the forty-fifth (45th) day prior to the date that the Continuing Option Notice with respect to such Continuing Option shall have been provided, and "C" shall equal the price per share received by the Foundation in its most recent sale of Private Placement Securities pursuant to Section 11 hereof (regardless of whether such Private Placement Securities shall have been sold to qualified investors or to the Company).

Continuing Option. (a) At any time and from time to time after the Initial Continuing Option Exercise Date (as defined below in this Section 4(a)) and thereafter during the Effective Period, the Company shall have the right, but not the obligation (the "Continuing OptionCONTINUING OPTION"), exercisable by providing written notice thereof (the "Continuing Option NoticeCONTINUING OPTION NOTICE") to the FoundationHolders, to purchase from the Foundation Holders all or any portion of the Registrable Securities (the "Continuing Option SecuritiesCONTINUING OPTION SECURITIES") at a cash price per share equal to the Continuing Option Price (as defined below in this Section 4(a)). The Continuing Option Notice shall state the number of Continuing Option Securities that the Company shall purchase pursuant to the Continuing Option, the aggregate purchase price therefor, and the closing date of the Company's purchase of the Continuing Option Securities, which shall take place within thirty sixty (3060) days of the date of the Continuing Option Notice. The Company shall pay for the Continuing Option Securities that it shall purchase pursuant to the Continuing Option at the closing thereof by wire transfer of immediately available funds to a bank account designated by the FoundationHolders. At such closing, the Foundation Holders shall deliver to the Company a certificate or certificates representing the number of Continuing Option Securities purchased by the Company as specified in the Continuing Option Notice, free and clear of all liens, claims, security interests and other encumbrances. The Company shall be entitled to receive customary representations and warranties from the Foundation Holders regarding such sale of Continuing Option Securities (including representations regarding good title to such shares, free and clear of all liens, claims, security interests and other encumbrances). The term "Continuing Option PriceINITIAL CONTINUING OPTION EXERCISE DATE", as used herein, shall mean the earlier to occur of (i) prior to the consummation of a Demand Registration or an offering pursuant to a Piggy-Back RequestRequest resulting in gross sale proceeds to the Holders of at least Ten Million Dollars ($10,000,000), the greater of "A", "B" or "C", and (ii) from and after the consummation of a Demand Registration or an offering pursuant to a Piggy-Back Request, the greater of "A", or "B", where, for purposes of the foregoing clauses (i) and (ii), "A" shall mean the average closing sale price per share of Common Stock on the NYSE during the ten (10) consecutive trading days ending on the date that the Continuing Option Notice with respect to such Continuing Option shall have been provided, "B" shall mean the average closing sale price per share of Common Stock on the NYSE during the ten (10) consecutive trading days ending on the forty-fifth (45th) day prior to the date that the Continuing Option Notice with respect to such Continuing Option shall have been provided, and "C" shall equal the price per share received private placement transaction by the Foundation Holders resulting in its most recent sale of Private Placement Securities pursuant to Section 11 hereof (regardless of whether such Private Placement Securities shall have been sold to qualified investors or to the Company).gross sale

Continuing Option. (a) At any time and from time to time after the Initial Continuing Option Exercise Date (as defined below in this Section 4(a)) and thereafter during the Effective Period, the Company shall have the right, but not the obligation (the "Continuing Option"), exercisable by providing written notice thereof (the "Continuing Option Notice") to the Foundation, to purchase from the Foundation all or any portion of the Registrable Securities (the "Continuing Option Securities") at a cash price per share equal to the Continuing Option Price (as defined below in this Section 4(a)). The Continuing Option Notice shall state the number of Continuing Option Securities that the Company shall purchase pursuant to the Continuing Option, the aggregate purchase price therefor, and the closing date of the Company's purchase of the Continuing Option Securities, which shall take place within thirty sixty (3060) days of the date of the Continuing Option Notice. The Company shall pay for the Continuing Option Securities that it shall purchase pursuant to the Continuing Option at the closing thereof by wire transfer of immediately available funds to a bank account designated by the Foundation. At such closing, the Foundation shall deliver to the Company a certificate or certificates representing the number of Continuing Option Securities purchased by the Company as specified in the Continuing Option Notice, free and clear of all liens, claims, security interests and other encumbrances. The Company shall be entitled to receive customary representations and warranties from the Foundation regarding such sale of Continuing Option Securities (including representations regarding good title to such shares, free and clear of all liens, claims, security interests and other encumbrances). The term "Initial Continuing Option Exercise Date", as used herein, shall mean the earlier to occur of (i) the consummation of a Demand Registration or an offering pursuant to a Piggy-Back Request resulting in gross sale proceeds to the Foundation of at least Ten Million Dollars ($10,000,000), (ii) the consummation of a private placement transaction by the Foundation resulting in gross sale proceeds to the Foundation of at least Ten Million Dollars ($10,000,000), or (iii) the purchase by the Company of Private Placement Securities resulting in gross sale proceeds to the Foundation of at least Ten Million Dollars ($10,000,000). The term "Continuing Option Price", as used herein, shall mean (i) prior to the consummation of a Demand Registration or an offering pursuant to a Piggy-Back Request, the greater of "A", "B" or "C", and (ii) from and after the consummation of a Demand Registration or an offering pursuant to a Piggy-Back Request, the greater of "A", or "B", where, for purposes of the foregoing clauses (i) and (ii), "A" shall mean the average closing sale price per share of Common Stock on the NYSE during the ten (10) consecutive trading days ending on the date that the Continuing Option Notice with respect to such Continuing Option shall have been provided, "B" shall mean the average closing sale price per share of Common Stock on the NYSE during the ten (10) consecutive trading days ending on the forty-forty- fifth (45th) day prior to the date that the Continuing Option Notice with respect to such Continuing Option shall have been provided, and "C" shall equal the price per share received by the Foundation in its most recent sale of Private Placement Securities pursuant to Section 11 hereof (regardless of whether such Private Placement Securities shall have been sold to qualified investors or to the Company).

Continuing Option. (a) At any time and from time to time after the Initial Continuing Option Exercise Date (as defined below in this Section 4(a)) and thereafter during the Effective Period, the Company shall have the right, but not the obligation (the "“Continuing Option"”), exercisable by providing written notice thereof (the "“Continuing Option Notice"”) to the FoundationHolders, to purchase from the Foundation Holders all or any portion of the Registrable Securities (the "“Continuing Option Securities"”) at a cash price per share equal to the Continuing Option Price (as defined below in this Section 4(a)). The Continuing Option Notice shall state the number of Continuing Option Securities that the Company shall purchase pursuant to the Continuing Option, the aggregate purchase price therefor, and the closing date of the Company's ’s purchase of the Continuing Option Securities, which shall take place within thirty sixty (3060) days of the date of the Continuing Option Notice. The Company shall pay for the Continuing Option Securities that it shall purchase pursuant to the Continuing Option at the closing thereof by wire transfer of immediately available funds to a bank account designated by the FoundationHolders. At such closing, the Foundation Holders shall deliver to the Company a certificate or certificates representing the number of Continuing Option Securities purchased by the Company as specified in the Continuing Option Notice, free and clear of all liens, claims, security interests and other encumbrances. The Company shall be entitled to receive customary representations and warranties from the Foundation Holders regarding such sale of Continuing Option Securities (including representations regarding good title to such shares, free and clear of all liens, claims, security interests and other encumbrances). The term "“Initial Continuing Option Price"Exercise Date”, as used herein, shall mean the earlier to occur of (i) prior to the consummation of a Demand Registration or an offering pursuant to a Piggy-Back RequestRequest resulting in gross sale proceeds to the Holders of at least Ten Million Dollars ($10,000,000), the greater of "A", "B" or "C", and (ii) from and after the consummation of a Demand Registration or an offering pursuant private placement transaction by the Holders resulting in gross sale proceeds to a Piggy-Back Request, the greater Holders of "A"at least Ten Million Dollars ($10,000,000), or "B", where, for purposes of (iii) the foregoing clauses (i) and (ii), "A" shall mean the average closing sale price per share of Common Stock on the NYSE during the ten (10) consecutive trading days ending on the date that the Continuing Option Notice with respect to such Continuing Option shall have been provided, "B" shall mean the average closing sale price per share of Common Stock on the NYSE during the ten (10) consecutive trading days ending on the forty-fifth (45th) day prior to the date that the Continuing Option Notice with respect to such Continuing Option shall have been provided, and "C" shall equal the price per share received purchase by the Foundation in its most recent sale of Private Placement Securities pursuant to Section 11 hereof (regardless of whether such Private Placement Securities shall have been sold to qualified investors or to the Company).the