Common use of Optional Fees Clause in Contracts

Optional Fees. (a) After the occurrence of a Purchase Event described in Section 2(c)(ii) except that the percentage referred to shall be 65% that occurs prior to an Exercise Termination Event (the "Fee Trigger Event"), at the request of Grantee, Issuer shall pay to Grantee $2 million in cash within 5 business days of such request (the "$2 Million Fee"). If Grantee makes such a request and the Issuer has made such payment, Grantee's right to exercise this Option for Common Stock shall terminate immediately. After the consummation of the transaction giving rise to a Fee Trigger Event, at the request of Grantee, Issuer shall repurchase the Option from Grantee (notwithstanding that it is not then exercisable for shares of Common Stock) at a price (the "Option Repurchase Price") equal to $15 million in cash less any $2 Million Fee paid pursuant to the preceding sentence within 5 business days of such request. (b) Grantee may exercise its right to receive the $2 Million Fee pursuant to this Section 7 by providing to Issuer, at its principal office, a written notice to such effect. As promptly as practicable, and in any event within five business days after the receipt of such notice relating thereto, Issuer shall deliver or cause to be delivered to Grantee the $2 million in cash. Grantee may exercise its right to require Issuer to repurchase the Option pursuant to this Section 7 by surrendering for such purpose to Issuer, at its principal office, a copy of this Agreement accompanied by a written notice stating that Grantee elects to require Issuer to repurchase the Option in accordance with the provisions of this Section 7. As promptly as practicable, and in any event within five business days after the surrender of the Option and the receipt of such notice relating thereto, Issuer shall deliver or cause to be delivered to Grantee the Option Repurchase Price. (c) Issuer shall not enter into any agreement with any party (other than Grantee or a Grantee Subsidiary) for an Acquisition Transaction unless the other party thereto assumes all the obligations of Issuer pursuant to this Section 7 in the event that Grantee elects, in its sole discretion, to require such other party to perform such obligations.