Common use of Exercise of Stock Option Clause in Contracts

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option (a "Stock Option") to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the Hart-Scott-Rodino Antitrust Imxxxxxxxxxx Xxx xx 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction of such required consents, and (C) the date of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months after the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchase.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option (a "Stock Option") to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Imxxxxxxxxxx Xxx xx Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction of such required consents, and (C) the date of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months after the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchase.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option Provided that (a a) Stelco Inc. ("Stock OptionStelco") has not purchased the Shares pursuant to purchase such Stockholderthe exercise of Stelco's Shares rights under Section 3.3 or 3.4 of the Right of First Refusal and Standstill Agreement dated May 11, 1990 (the "Option SharesFirst Refusal Agreement") at an amount (the such purchase a "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day PeriodFirst Refusal Purchase"), so long as: (ib) all waiting periods under the Hart-Scott-Rodino Antitrust Imxxxxxxxxxx Xxx xx 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired no preliminary or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary permanent injunction or other order issued by any Governmental Entity prohibiting federal or state court of competent jurisdiction in the exercise Untied States of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there America shall be in effect which would prohibit the purchase or delivery of Shares hereunder and (c) any applicable waiting period under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976 (the "HSR Act") shall have expired with respect to such injunction or orderpurchase and delivery, the Purchaser may exercise the Stock Option, in each case on whole, at any time or from time to time, from the expiration Option Commencement Date until that date (the "Termination Date") which is the earlier of (i) January 15, 1996, or (ii) termination of the 60 Day PeriodMerger Agreement due to a material breach by the Purchaser of its obligations under the Merger Agreement. Stockholder agrees that if, prior to the 60 Day Period shall be extended until 5 business days after the later first anniversary of (A) the date of expiration this Agreement, the Stockholder or waiver any assignee of the Stockholder or the Company enters into an agreement to sell or exchange all HSR Act waiting periodsor substantially all of the Common Stock of the Company held by the Stockholder or any affiliate of the Stockholder to or with a third party (including any such sale or exchange pursuant to a merger, or a tender or exchange offer), Stockholder or any assignee of the Stockholder will promptly pay Purchaser an amount equal to fifty percent (B50%) of the grant difference between the Subsequent Share Price (as defined below) received for the Shares in such subsequent transaction and the product of $7.75 and the number of Shares. For the purposes of this Section 2, "Subsequent Share Price" shall mean the sum of the aggregate consideration received by the Stockholder or any assignee of the Stockholder in the transaction reduced by the expenses and out-of-pocket fees incurred by Stockholder or its affiliates or on their behalf in connection with the sale of the Shares. If the Stockholder or any assignee of the Stockholder or the Company receives consideration other satisfaction of such required consentsthan cash, the Stockholder may elect to pay the amount due the Purchaser under this Section 2 in like kind consideration or in cash. Prior to the Termination Date, other than as permitted in Section 4 below, the Stockholder will not take, and (C) will refrain from taking, any action which would have the date effect of removal preventing or lifting of such injunction or order; provided, however, that in no event shall disabling the Stock Option be exercisable after Stockholder from delivering the date which is six months after Shares to the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's Purchaser upon exercise of the Stock Option or from otherwise performing its obligations under this Agreement. Anything in this Agreement to the sale contrary notwithstanding, this Stock Option may not be exercised and no Stockholder may transfer his, her or its Shares hereunder unless all Shares of all Stockholders are purchased and acquired, it being understood and agreed that the payment of the Option Purchase Price for all Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent of all Stockholders shall send a written notice (the "Notice") be an express condition to the purchase of any Shares of any individual Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchasehereunder.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option (a "Stock Option"a) to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal Subject to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any satisfaction of the conditions thereto set forth in Section 1.3 hereof, the Stock Option may be exercised by UNIDATA, in whole or otherwisein part, at any time or from time to time after the occurrence of an Exercise Event (as defined below) and prior to the Termination Date (as defined below). (b) An "Exercise Event" shall occur for purposes of this Agreement upon the occurrence of any event or circumstance which, other than at a time when Parent or the Purchaser is in material breach of pursuant to the terms of Section 7.03(c) of the Merger Agreement, or would entitle UNIDATA, upon termination of the Merger Agreement, to payment of the termination fee specified in clauses (i), (ii) and (iii) Section 7.03(c) of the Merger Agreement is (regardless of whether the Merger Agreement has actually been terminated in accordance with its terms, other than as a termination result of such event or circumstance). Termination of the Merger Agreement pursuant to Section 7.1(c)(i7.03(c)(iv) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but of the Merger Agreement shall not in part, be an Exercise Event. I-44 53 (c) The "Termination Date" shall occur for purposes of this Agreement upon the first to occur of any of the following: (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated pursuant to Section 7.01 thereof, if an Exercise Event shall not have occurred on or prior to such event and remain exercisable in whole until termination date; or (iii) the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the Hart-Scott-Rodino Antitrust Imxxxxxxxxxx Xxx xx 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction of such required consents, and (C) the date of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months one year after the date on which the Stock Option first becomes exercisableMerger Agreement is terminated pursuant to Section 7.01 thereof, if an Exercise Event shall have occurred on or prior to such termination date; providedprovided that, furtherwith respect to clause (iii) above, that if the Stock Option shall terminate if cannot be exercised as of such date by reason of any Governmental Entity shall issue an order, decree or ruling or take any other action (which orderapplicable judgment, decree, ruling law, regulation or other action order, then the parties hereto Termination Date shall use their best efforts to lift), which permanently restrains, enjoins be extended until thirty days after such impediment has been removed or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholdersuch waiting period has expired. (d) In the event that Parent UNIDATA wishes to exercise a the Stock Option, Parent UNIDATA shall send a written notice (the an "Exercise Notice") to VMARK specifying the Stockholder identifying total number of Option Shares UNIDATA wishes to purchase, the place and denominations of the certificate or certificates evidencing such Option Shares which UNIDATA wishes to receive, a date (not less than two nor more than 10 a "Closing Date"), which shall be a business day which is at least five business days from the date after delivery of the Notice) such notice, and place for the closing of such purchasepurchase (a "Closing"). (e) Upon receipt of an Exercise Notice, VMARK shall be obligated to deliver to UNIDATA the number of Option Shares specified therein, in accordance with the terms of this Agreement, on the later of (i) the Closing Date and (ii) the first business day on which the conditions specified in Section 1.3 hereof shall be satisfied. Section 1.3.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option (a "Stock Option"a) to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal Subject to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any satisfaction of the conditions thereto set forth in Section 1.3 hereof, the Stock Option may be exercised by VMARK, in whole or otherwisein part, at any time or from time to time after the occurrence of an Exercise Event (as defined below) and prior to the Termination Date (as defined below). (b) An "Exercise Event" shall occur for purposes of this Agreement upon the occurrence of any event or circumstance which, other than at a time when Parent or the Purchaser is in material breach of pursuant to the terms of Section 7.03(b) of the Merger Agreement, or (iiwould entitle VMARK, upon termination of the Merger Agreement, to payment of the termination fee specified in Section 7.03(b) of the Merger Agreement is (regardless of whether the Merger Agreement has actually been terminated in accordance with its terms, other than as a termination pursuant to Section 7.1(c)(iresult of such event or circumstance). (c) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, The "Termination Date" shall occur for purposes of this Agreement upon the first to occur of any of the following: (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated pursuant to Section 7.01 thereof, if an Exercise Event shall not have occurred on or prior to such event and remain exercisable in whole until termination date; or (iii) the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the Hart-Scott-Rodino Antitrust Imxxxxxxxxxx Xxx xx 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction of such required consents, and (C) the date of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months one year after the date on which the Stock Option first becomes exercisableMerger Agreement is terminated pursuant to Section 7.01 thereof, if an Exercise Event shall have occurred on or prior to such termination date; providedI-52 61 provided that, furtherwith respect to clause (iii) above, that if the Stock Option shall terminate if cannot be exercised as of such date by reason of any Governmental Entity shall issue an order, decree or ruling or take any other action (which orderapplicable judgment, decree, ruling law, regulation or other action order, then the parties hereto Termination Date shall use their best efforts to lift), which permanently restrains, enjoins be extended until thirty days after such impediment has been removed or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholdersuch waiting period has expired. (d) In the event that Parent VMARK wishes to exercise a the Stock Option, Parent VMARK shall send a written notice (the an "Exercise Notice") to UNIDATA specifying the Stockholder identifying total number of Option Shares VMARK wishes to purchase, the place and denominations of the certificate or certificates evidencing such Option Shares which VMARK wishes to receive, a date (not less than two nor more than 10 a "Closing Date"), which shall be a business day which is at least five business days from the date after delivery of the Notice) such notice, and place for the closing of such purchasepurchase (a "Closing"). (e) Upon receipt of an Exercise Notice, UNIDATA shall be obligated to deliver to VMARK the number of Option Shares specified therein, in accordance with the terms of this Agreement, on the later of (i) the Closing Date and (ii) the first business day on which the conditions specified in Section 1.3 hereof shall be satisfied. Section 1.3.

Exercise of Stock Option. In order (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: Prior to induce Parent and the Purchaser Expiration Date (subject to enter into the Merger AgreementSection 6), the Stockholder hereby grants to Parent Optionee may deliver a Stock Option Exercise Notice (an irrevocable option (a "Stock OptionExercise Notice") in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares with respect to which this Stock Option has vested at the time of such Stockholder's notice. Such notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more (if applicable) of the "Option Shares") at an amount (the "Purchase Price") equal to the Offer Price. If following methods: (i) the Offer is terminatedin cash, abandoned by certified or withdrawn by Parent bank check or the Purchaser (whether due other instrument acceptable to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, Committee; or (ii) if the Merger Agreement is terminated in accordance with its terms, other than a termination closing of the first underwritten public offering pursuant to Section 7.1(c)(i) or 7.1(c)(iii)an effective registration statement under the Securities Act of 1933, each as amended, covering the offer and sale of Common Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (Company to the "60 Day Period")public has occurred, so long as: (i) all waiting periods under the Hart-Scott-Rodino Antitrust Imxxxxxxxxxx Xxx xx 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of then (A) through the date delivery (or attestation to ownership) of expiration shares of Common Stock that have been purchased by the Optionee on the open market or waiver that have been held by the Optionee for at least six months and are not subject to restrictions under any plan of all HSR Act waiting periodsthe Company, (B) by the grant Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other satisfaction agreements as the Committee shall prescribe as a condition of such required consentspayment procedure, and or (C) the date a combination of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months after the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lifti), which permanently restrains, enjoins or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares (ii)(A) and (ii)(B) above. Payment instruments will be received subject to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchasecollection.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option Provided that (a a) Stelco Inc. ("Stock OptionStelco") has not purchased the Shares pursuant to purchase such Stockholderthe exercise of Stelco's Shares rights under Section 3.3 of the Right of First Refusal and Standstill Agreement dated May 11, 1990 (the "Option SharesFirst Refusal Agreement") at an amount (the such purchase a "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day PeriodFirst Refusal Purchase"), so long as: (ib) all waiting periods under the Hart-Scott-Rodino Antitrust Imxxxxxxxxxx Xxx xx 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired no preliminary or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary permanent injunction or other order issued by any Governmental Entity prohibiting federal or state court of competent jurisdiction in the exercise United States of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there America shall be in effect which would prohibit the purchase or delivery of Shares hereunder and (c) any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall have expired with respect to such injunction or orderpurchase and delivery, the Purchaser may exercise the Stock Option, in each case on whole, at any time or from time to time, from the expiration Option Commencement Date until that date (the "Termination Date") which is the earlier of (i) December 29, 1995, or (ii) termination of the 60 Day PeriodMerger Agreement due to a material breach by the Purchaser of its obligations under the Merger Agreement. Stockholder agrees that if, prior to the 60 Day Period shall be extended until 5 business days after the later first anniversary of (A) the date of expiration this Agreement, the Stockholder or waiver any assignee of the Stockholder or the Company enters into an agreement to (i) sell or exchange all HSR Act waiting periodsor substantially all of the Common Stock of the Company held by the Stockholder or an affiliate of the Stockholder to or with a third party, Stockholder or any assignee of the Stockholder will promptly pay Purchaser an amount equal to fifty percent (B50%) of the grant difference between the Subsequent Share Price (as defined below) received for the Shares in such subsequent transaction and the product of $7.75 and the number of Shares. For the purposes of this Section 2, "Subsequent Share Price" shall mean the sum of the aggregate consideration received by the Stockholder or any assignee of the Stockholder in the transaction reduced by the expenses and out of pocket fees incurred by Stockholder or its affiliates or on their behalf in connection with the sale of the Shares. If the Stockholder or any assignee of the Stockholder or the Company receives consideration other satisfaction of such required consentsthan cash, the Stockholder may elect to pay the amount due the Purchaser under this Section 2 in like kind consideration or in cash. Prior to the Termination Date, other than as permitted in Section 4 below, the Stockholder will not take, and (C) will refrain from taking, any action which would have the date effect of removal preventing or lifting of such injunction or order; provided, however, that in no event shall disabling the Stock Option be exercisable after Stockholder from delivering the date which is six months after Shares to the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's Purchaser upon exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchaseotherwise performing its obligations under this Agreement.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the each Stockholder hereby grants to Parent an irrevocable option (a "Stock Option") to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i7.1(c)(ii) or 7.1(c)(iii7.1(d)(i), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the Hart-ScottXxxxx-Rodino Antitrust Imxxxxxxxxxx Xxx xx Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction of such required consents, and (C) the date of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months after the date on which the Stock Option first becomes exercisableDecember 31, 1997; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchase.