Corporation's Option. Within 30 days of receiving the TRANSFER NOTICE, the CORPORATION shall notify the HOLDER as to whether it will exercise its right to purchase the TRANSFER SHARES.
Corporation's Option. The Corporation shall have the option, but not the obligation, to purchase any or all of the Sale Shares on the same terms as specified in the TS Notice. Within fifteen (15) days after the receipt of the TS Notice, the Corporation shall give written notice to the Transferring Stockholder, the Founders and, in the case of a Principal Transferring Stockholder, to the Series D Investors (the “Corporation Notice”) stating whether or not it elects to exercise its option to purchase, the number of Sale Shares, if any, it elects to purchase, a date and time for consummation of the purchase not more than fifteen (15) days after the receipt of the Corporation Notice by the Transferring Stockholder, and any Board Price determined pursuant to Section 3(a). Failure by the Corporation to give such notice within such time period shall be deemed an election by it not to exercise its option. Within five (5) days following the receipt of the Corporation Notice, the Transferring Stockholder shall have the right to rescind the TS Notice and the proposed Transfer if the Board Price is deemed to be unacceptable, as determined in the sole discretion of the Transferring Stockholder. The Transferring Stockholder shall not be entitled to vote, either as a stockholder or a director (if applicable), in connection with the decision of the Corporation whether to exercise its option to purchase the Sale Shares, provided that, if his vote is required for valid corporate action, then he shall vote in accordance with the decision of the majority of the other directors or stockholders, as the case may be.
Corporation's Option. The Corporation shall have the option, but not the obligation, to purchase any or all of the Sale Shares on the same terms as specified in the TS Notice. Within thirty (30) days after the receipt of the TS Notice, the Corporation shall give written notice to the Transferring Stockholder and the Investor Stockholders (the "Corporation Notice") stating whether or not it elects to exercise its option to purchase, the number of Sales Shares, if any, it elects to purchase, and a date and time for consummation of the purchase not more than ninety (90) days after the receipt of the Corporation Notice by the Transferring Stockholder. The Transferring Stockholder shall not be entitled to vote, either as a stockholder or a director (if applicable), in connection with the decision of the Corporation whether to exercise its option to purchase the Sale Shares, provided, that, if his or its vote is required for valid corporate action, then he or it shall vote, insofar as legally permissible, in accordance with the decision of the majority of the other directors or stockholders, as the case may be. Failure by the Corporation to give such notice within such time period shall be deemed an election by it not to exercise its option.
Corporation's Option. The Corporation shall have an option for a period of twenty (20) days from receipt of the Transfer Notice (the “Corporation’s Notice Period”) to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Corporation may exercise such purchase option and, thereby, purchase all (or a portion of) the Offered Shares by notifying the Selling Shareholder in writing before expiration of the Corporation’s Notice Period as to the number of the Offered Shares it wishes to purchase.
Corporation's Option. In the event any Stockholder: (i) notifies the Corporation, in writing, of his wish to transfer all or any part of his shares; or (ii) dies, and the Corporation is the beneficiary of insufficient insurance proceeds to purchase all of the decedent's shares pursuant to Section VI below, then except for any shares the Corporation must purchase pursuant to Section VI, the Corporation shall have an option for ( ) days (the "Option Period") to purchase, in whole or in part and at the price and upon the terms provided for herein, such Stockholder's shares. (The stockholder referred to in the immediately preceding sentence may hereinafter be referred to as a "Terminating Stockholder". Any Stockholders which are not a Terminating Stockholder may hereinafter be referred to as a "Nonterminating Stockholder".)
Corporation's Option. If any Stockholder (the "Selling Stockholder") -------------------- shall for any reason whatsoever (except a transfer pursuant to Sections 1.2, 1.3 or 3.1 above) wish to sell or transfer any shares of Common Stock and shall have a bona fide purchaser or transferee for such Common Stock, he shall notify the Corporation and all Stockholders of all terms and conditions of such proposed sale or transfer, including the identity of the bona fide buyer or transferee and a copy of the offer and the Corporation shall have an option for a period of thirty (30) days commencing on the date of its receipt of such notice to purchase all or any part of the shares of Common Stock which the Selling Stockholder proposes to sell or transfer on the same terms as are provided for in the notice. The Corporation shall send a written notice to the Selling Stockholder and the remaining Stockholders of its decision to exercise or not exercise the option, as the case may be, prior to the expiration of said thirty (30) day option period. If the sales price for such stock is other than cash or securities having a readily determinable value, then the Board of Directors of the Corporation shall determine the cash equivalent thereof.
Corporation's Option. The Corporation, in its sole discretion, may call this Note, in whole but not in part, on any Business Day beginning on January 26, 2007, to, and including, the Maturity Date. The date, if any, on which the call occurs is referred to as the "call date." The Corporation may call this Note by giving notice to the Trustee on any Business Day at least 15 scheduled Business Days prior to the call date. Any date on which the Corporation gives notice to the trustee under the Indenture that the Corporation is calling this Note is referred to as the "call notice date." The notice to the Trustee will specify the call date. The Trustee will provide the holder of this Note with notice of the call election specifying the call date. While this Note is issued in global form, the registered holder will be DTC, and DTC will receive the notice of the call. So long as DTC is the registered holder of this Note, DTC will forward the notice of the Corporation's election to exercise the call option to its direct participants. The notice will be forwarded to the beneficial holders of this Note as described in the Prospectus under "Registration and Settlement-The Depository Trust Company." If the Corporation calls this Note, for each $1,000 face amount of this Note that the holder owns on the call date, the Corporation will pay the holder on the call date a cash amount referred to as the "call amount." The call amount will equal the greater of: the product of the exchange ratio and the closing level of the Nasdaq-100 Index® on the Call Calculation Date; or $1,000. If the Corporation calls this Note, then the holder will not receive accrued interest from, and including, the immediately preceding interest payment date through, and including, the call date. The "Call Calculation Date" is the Trading Day immediately prior to the call notice date.
Corporation's Option. If any Stockholder (the "Departing Stockholder") --------------------- shall cease to be employed by the Corporation or any of its subsidiaries on a full time basis for any reason, including without limitation death or Disability (as defined in Section 2.2 hereof), the Corporation shall have an option for a period of ninety (90) days commencing on the date of cessation of full time employment to purchase all of the shares of Common Stock then owned by the Departing Stockholder (the "Subject Shares"). Upon written demand by the Corporation to the Departing Stockholder or his Legal Representative (as defined in Section 3.1 hereof), he or his estate shall sell and the Corporation shall purchase all of the Subject Shares. In the event cessation of full time employment occurs at the request of the Corporation for Cause (as defined in Section 2.2 hereof), the purchase price of the Subject Shares shall be the greater of (a) the purchase price originally paid for the Subject Shares by the Departing Stockholder or (b) the Book Value thereof (as defined in Section 5.2 hereof). In the event cessation of full time employment occurs at the request of the Corporation without Cause, by voluntary act of, or by death or by reason of the Disability of the Departing Stockholder, the purchase price of the Subject Shares shall be the Fair Market Value thereof (as defined in Section 5.3 hereof).
Corporation's Option. The Corporation shall have the right, for a -------------------- period of thirty (30) days from its receipt of such Registered Notice, to purchase all, but not less than all, of the Offered Shares. The Corporation may exercise the right to purchase the Offered Shares by delivering a written notice to Empower within thirty (30) days after receipt of the Registered Notice (which shall constitute an unconditional obligation to buy the shares). Upon delivery of such notice, the purchase of the Offered Shares shall be consummated on a business day designated by Empower within forty-five (45) days after the date of the Registered Notice (the "Consummation Period").
Corporation's Option. The Corporation shall have an option for a period of ten (10) days from receipt of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Corporation may exercise such purchase option and, thereby, purchase all (or a portion of) the Offered Shares by notifying the Founder in writing before expiration of the such ten (10) day period as to the number of such shares which it wishes to purchase. If the Corporation gives the Founder notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than thirty (30) days after the Corporation's receipt of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 3.4(e). If the Corporation fails to purchase all of the Offered Shares by exercising the option granted in this Section 3.4(b) within the period provided, the Offered Shares shall be subject to the options granted to the Stockholders pursuant to this Agreement.
