Common use of Option Notes Clause in Contracts

Option Notes. The Initial Purchasers may purchase all or less than all of that number of Notes (rounded up or down, as determined by the Initial Purchasers in their discretion, in order to avoid fractions) equal to $25,000,000 aggregate principal amount (the "Option Notes"). The purchase price to be paid for the Option Notes shall be the same price as the Notes purchased on the Closing Date. Each of the Company and the Issuer agrees that the Issuer shall sell to the Initial Purchasers the number of Option Notes specified in the written notice by SG Cowen. The option granted hereby may be exercised as to all or any ▇▇▇▇ ▇▇ the Option Notes not more than thirty (30) days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Notes have been, or simultaneously are, sold and delivered. The right to place the Option Notes or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen to the Issuer. The option granted hereby may be exerc▇▇▇▇ ▇▇ written notice being given to the Issuer by SG Cowen setting forth the number of Optional Shares to be purchased ▇▇ ▇▇▇ ▇nitial Purchasers and the date and time for delivery of and payment for the Optional Shares. Each date and time for delivery of and payment for the Optional Shares (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the "Closing Dates".) The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Shares may be varied by agreement between the Company and SG Cowen.

Option Notes. The Initial Purchasers may purchase all or less than all On the basis of that number of Notes (rounded up or downthe representations and warranties herein contained and subject to the terms and conditions herein set forth, as determined by the Company hereby grants the Option to the Initial Purchasers in their discretionto purchase, in order to avoid fractions) equal to $25,000,000 aggregate principal amount (the "Option Notes"). The purchase price to be paid for severally and not jointly, the Option Notes shall be at the same price as the Initial Purchasers shall pay for the Firm Notes purchased on and the Closing Date. Each principal amount of the Company and Option Notes to be sold to each Initial Purchaser shall be that principal amount which bears the Issuer agrees that the Issuer shall sell same ratio to the Initial Purchasers the number aggregate principal amount of Option Notes specified being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A hereto, plus any additional principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant to the written notice by SG Cowenprovisions of Section 11 hereof. The option granted hereby Option may be exercised as only to all cover over-allotments in the sale of the Firm Notes by the Initial Purchasers. The Option may be exercised from time to time and may be exercised in whole or in part at any ▇▇▇▇ ▇▇ the Option Notes time not more than thirty (30) 30 days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Notes have been, or simultaneously are, sold and delivered. The right to place the Option Notes or any portion thereof may be surrendered and terminated at any time Agreement upon notice in writing or by SG Cowen facsimile by the Representatives to the Issuer. The option granted hereby may be exerc▇▇▇▇ ▇▇ written notice being given to the Issuer by SG Cowen Company setting forth the number amount (which shall be an integral multiple of Optional Shares $1,000) of Option Notes as to be purchased ▇▇ ▇▇▇ ▇nitial which the Initial Purchasers and are exercising the Option. The date and time for the delivery of and payment for the Optional Shares. Each date and time for delivery of and payment for the Optional Shares (Option Notes, being herein referred to as an "Option Delivery Date", which may be the First Closing Delivery Date (the First Delivery Date and the Option Delivery Date, if any, being sometimes referred to as a "Delivery Date"), shall be determined by the Initial Purchasers but shall not earlier) is herein called the "Option Closing Date" and shall in no event be earlier than two (2) business days nor later than five (5) seven full business days after written notice of election to purchase Option Notes is given. (The Delivery of the Option Closing Date and Notes shall be made to the First Closing Date are herein called Initial Purchasers against payment of the "Closing Dates"purchase price by the Initial Purchasers.) The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Shares may be varied by agreement between the Company and SG Cowen.

Option Notes. The Initial Purchasers may purchase all or less than all of that number of Notes (rounded up or down, as determined by the Initial Purchasers in their discretion, in order to avoid fractions) equal to an additional $25,000,000 15,000,000 aggregate principal amount of 4.375% Convertible Subordinated Notes due 2012 (the "Option Notes"). The Company agrees to sell to each Initial Purchaser named in Schedule A hereto, and each such Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price equal to be paid for the Option Notes shall be the same price as the Firm Notes purchased on the Closing Date. Each , the principal amount of the Company and the Issuer agrees that the Issuer shall sell Option Notes (subject to such adjustments as the Initial Purchasers in their discretion may determine so that no Initial Purchaser shall be obligated to purchase Option Notes other than in authorized denominations) that bears the same proportion to the aggregate principal amount of Option Notes to be purchased as the number of Option Firm Notes specified set forth opposite the name of such Initial Purchaser in Schedule A hereto bears to the written notice by SG Cowenaggregate principal amount of Firm Notes. The option granted hereby may be exercised as to all or any ▇▇▇▇ ▇▇ part of the Option Notes not more than thirty (30) 30 days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Firm Notes have been, or simultaneously are, sold and delivered. The right to place the Option Notes or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen the Representative to the IssuerCompany. The option granted hereby may be exerc▇▇▇▇ ▇▇ exercised by written notice being given to the Issuer Company by SG Cowen Representative setting forth the number aggregate principal amount of Optional Shares Option Notes to be purchased ▇▇ ▇▇▇ ▇nitial by the Initial Purchasers and the date and time for delivery of and payment for the Optional SharesOption Notes. Each date and time for delivery of and payment for the Optional Shares Option Notes (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called called, collectively, the "Closing Dates" and, each, a ".) Closing Date"). The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Shares Option Notes may be varied by agreement between the Company and SG Cowenthe Representative.

Option Notes. The Initial Purchasers may (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes only, a nontransferable option to purchase, at the purchase all or less than all of that number of price per Note for the Firm Notes (rounded up or downset forth in Section 3 hereof, as determined by the Initial Purchasers in their discretion, in order to avoid fractions) equal to $25,000,000 15,000,000 aggregate principal amount (the "of Option Notes"). Such option may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part during the period of thirty (30) days after the date on which the Firm Notes are initially offered to the public, by giving written notice to the Company. The purchase price principal amount of Option Notes to be paid for purchased by each Underwriter upon the Option Notes exercise of such option shall be the same price as the Notes purchased on the Closing Date. Each proportion of the Company and the Issuer agrees that the Issuer shall sell to the Initial Purchasers the number total principal amount of Option Notes specified to be purchased by the several Underwriters pursuant to the exercise of such option as the principal amount of Firm Notes purchased by such Underwriter (set forth in Schedule A hereto) bears to the written notice total principal amount of Firm Notes purchased by SG Cowenthe several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid Notes of less than $1,000 in principal amount. The Delivery of the Option Notes to be purchased by the several Underwriters pursuant to the exercise of the option granted hereby may by this Section 7 shall be exercised as made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-day funds paid to all or any an account designated by the Company. Such delivery and payment shall take place at the offices of Test▇, ▇▇rw▇▇▇ & ▇hib▇▇▇▇▇, ▇▇P, 125 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ the Option Notes not more than thirty (30) days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Notes have been, or simultaneously are, sold and delivered. The right to at such other place the Option Notes or any portion thereof as may be surrendered and terminated at any time agreed upon notice by SG Cowen to among the Issuer. The option granted hereby may be exerc▇▇▇▇ ▇▇ written notice being given to the Issuer by SG Cowen setting forth the number of Optional Shares to be purchased ▇▇ ▇▇▇ ▇nitial Purchasers Representatives and the date and time for delivery of and payment for Company (i) on the Optional Shares. Each date and time for delivery of and payment for the Optional Shares (which may be the First Closing Date, but not earlierif written notice of the exercise of such option is received by the Company at least two (2) is herein called full business days prior to the "Option Closing Date" and , or (ii) on a date which shall in no event not be earlier later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days nor later than five prior to the Closing Date. The Option Notes to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (51) full business day prior to the date of payment 29 30 and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days after written notice prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Notes may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is given. (The Option Closing Date and the First Closing Date are herein called the "Closing Dates".) The Option Closing Date and the location of delivery ofunderstood that you, individually, and not as the form Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment forand delivery for the Option Notes to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the Optional Shares may obligations of the several Underwriters to purchase such Option Notes will be varied by agreement between subject (as of the date hereof and as of the date of payment and delivery for such Option Notes) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company, and SG Cowenofficers of the Company made pursuant to the provisions hereof, to the performance by the Company obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Notes shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Notes. The Initial Purchasers may purchase all or less than all of that number of Notes (rounded up or down, as determined by the Initial Purchasers in their discretion, in order to avoid fractions) equal to $25,000,000 aggregate principal amount (the "Option Notes"). The purchase price to be paid for the Option Notes shall be the same price as the Firm Notes purchased on the Closing Date. Each of the Company and the Issuer agrees that the Issuer shall sell to the Initial Purchasers the number of Option Notes specified in the written notice by SG Cowen▇▇ ▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇. The option granted hereby may be exercised as to all or any ▇▇▇▇ ▇▇ part of the Option Notes not more than thirty thirteen (3013) days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Firm Notes have been, or simultaneously are, sold and delivered. The right to place the Option Notes or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen ▇▇ ▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇ to the Issuer. The option granted hereby may be exerc▇▇▇▇ ▇▇ exercised by written notice being given to the Issuer by SG Cowen ▇▇ ▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇ setting forth the number of Optional Shares Option Notes to be purchased ▇▇ ▇▇▇ ▇nitial by the Initial Purchasers and the date and time for delivery of and payment for the Optional SharesOption Notes. Each date and time for delivery of and payment for the Optional Shares Option Notes (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the "Closing Dates.".) The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Shares Option Notes may be varied by agreement between the Company Company, ▇▇ ▇▇▇▇▇ and SG Cowen▇▇ ▇▇▇▇▇▇.

Option Notes. The Initial Purchasers may In addition, upon the basis of the representations and warranties and other terms and conditions herein set forth, at the purchase price equal to $24.2125 per Note, plus accrued interest, if any, from December 10, 2024 if the Option Closing Time (as defined below) occurs after that date to but excluding the day on which the Option Closing Time occurs, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or less than all any part of that number the Option Notes, plus any additional principal amount of Option Notes in the same proportion which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, solely to cover over-allotments, if any. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon notice by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Notes. Any such time and date of delivery (rounded up or down, as an “Option Closing Time”) shall be determined by the Initial Purchasers Representatives but shall not be later than five full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in their discretion, in order any event prior to avoid fractions) equal to $25,000,000 aggregate principal amount (the "Option Notes"). The purchase price to be paid for the Option Notes shall be the same price as the Notes purchased on the Closing DateTime. Each of If the Company and the Issuer agrees that the Issuer shall sell to the Initial Purchasers the number of Option Notes specified in the written notice by SG Cowen. The option granted hereby may be is exercised as to all or any ▇▇▇▇ ▇▇ portion of the Option Notes, each of the Underwriters, acting severally and not jointly, will purchase its proportionate share of the principal amount of Option Notes then being purchased based on its proportionate share of the principal amount of Initial Notes set forth in Schedule I opposite the name of such Underwriter, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of the Option Notes not more in denominations other than thirty (30) days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Notes have been, or simultaneously are, sold and delivered. The right to place the Option Notes or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen to the Issuer. The option granted hereby may be exerc▇▇▇▇ ▇▇ written notice being given to the Issuer by SG Cowen setting forth the number of Optional Shares to be purchased ▇▇ ▇▇▇ ▇nitial Purchasers and the date and time for delivery of and payment for the Optional Shares. Each date and time for delivery of and payment for the Optional Shares (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the "Closing Dates"$25.00.) The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Shares may be varied by agreement between the Company and SG Cowen.