Common use of Exercise of First Option Clause in Contracts

Exercise of First Option. Each Optionee shall have the option, exercisable until thirty days prior to the specified date of withdrawal (sixty days in the case of a withdrawal requiring more than ninety days’ notice), to elect to acquire his or her proportionate part (as hereinafter defined) of the shares of Series A Common with respect to which a notice of withdrawal has been submitted. Such acquisition may be by cash purchase or by exchange of shares of Common and/or Special Common. The notice of intent to exercise such option shall be delivered to the Trustees not less than thirty days prior to the specified date of withdrawal (sixty days in the case of a withdrawal requiring more than ninety days’ notice). The closing date of such transaction shall be the specified date of withdrawal. An Optionee’s proportionate part pursuant to this option shall be that number of shares which bears the same proportion to the total number of shares proposed to be withdrawn as the number of votes beneficially held by such Optionee at the time the notice of intent to withdraw is given bears to the total number of votes then beneficially held by all Optionees. An Optionee may elect to acquire less than his or her proportionate part of the shares proposed to be withdrawn.