Parent Option. For a period of five days after the giving of the Offering Notice pursuant to Section 3.3(a) (the "Option Period"), Parent shall have the right (the "Option") but not the obligation to purchase all (but not less than all) of the Offered Securities at a purchase price equal to the Offer Price and, with respect to a Private Sale, upon the terms and conditions set forth in the Offering Notice. The right of Parent to purchase any or all of the Offered Securities under this Section 3.3(b) shall be exercisable by delivering written notice of the exercise thereof (the "Acceptance"), prior to the expiration of the Option Period, to the Principal Stockholder, which notice shall state the number of Offered Securities proposed to be purchased by Parent. The failure of Parent to respond within the Option Period shall be deemed to be a waiver of the Option; provided that Parent may waive its rights under this Section 3.3(b) prior to the expiration of the Option Period by giving written notice to the Principal Stockholder (the date any such written waiver is received by the Principal Stockholder or, if no notice is given, the last date of the Option Period is referred to as the "Waiver Date");
Parent Option. For a period of three business days after the giving of the Offering Notice pursuant to Section 3.3(a) (the "Option Period"), Parent shall have the right (the "Option") but not the obligation to purchase all (but not less than all) of the Offered Securities at a purchase price equal to the Offer Price. If the consideration to be paid pursuant to such Private Sale is not in the form of cash, Parent may, at its election, exercise the Option by paying cash in the amount equal to the fair market value of the consideration to be paid to the Principal Stockholder. The parties, each acting through one or more senior officers of the rank of Vice President or higher as its representative, shall negotiate in good faith and alone (except for one assistant for each party) to determine such fair market value. If no agreement can be reached by such senior managers, then such fair market value shall be determined by a neutral arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. No sale may be made until a determination as to such fair value is reached, and such determination shall be made within 30 days of the Offering Notice. The right of Parent to purchase any or all of the Offered Securities under this Section 3.3(b) shall be exercisable by delivering written notice of the exercise thereof (the "Acceptance"), prior to the expiration of the Option Period, to the Principal Stockholder, which notice shall state the number of Offered Securities proposed to be purchased by Parent. The failure of Parent to respond within the Option Period shall be deemed to be a waiver of the Option; provided that Parent may waive its rights under this Section 3.3(b) prior to the expiration of the Option Period by giving written notice to the Principal Stockholder (the date any such written waiver is received by the Principal Stockholder or, if no written waiver is given, the last date of the Option Period is referred to as the "Waiver Date");
Parent Option. 11 Knowledge.....................................8
Parent Option. (a) TCD and the Shareholders hereby grant to Parent (and its nominees) an irrevocable option to cause the Merger to be consummated, exercisable only as provided in this Section 1.7 (the "Parent Option"). In the event that the Merger Shares (as defined in Section 2.1) shall not attain an aggregate Market Price of Fifteen Million Dollars ($15,000,000), on or prior to the date that is thirty (30) months from the date hereof (the "Peg Date"), then on the Peg Date and for a period of ten (10) days thereafter (the "Option Election Period"), Parent shall have the right to exercise the Parent Option by delivering written notice (the "Option Notice") to TCD and the Shareholders stating that it is exercising the Parent Option. If Parent shall exercise the Parent Option, the Closing of the Merger shall take place as set forth in Section 1.6(a)(ii).
Parent Option. Section 6.12
Parent Option. . . . Section 1.10(a) . . . . . 6
Parent Option. Simultaneous with the execution of this Agreement, Diamond will issue to Parent an option in the form attached as EXHIBIT 7.10 (the "Parent Option") exercisable, upon the consummation of an Acquisition Transaction with a party other than Parent, for such number of shares of Diamond Common Stock as is equal to 19.9% of the issued and outstanding shares of Diamond Common Stock on the date of the execution of this Agreement, at an exercise price per share equal to the product of the Conversion Ratio multiplied by the Parent Average Closing Price.
Parent Option ss. 4.04(a) Parent Permits........................................................ ss. 6.15(a) Parent Preferred Stock................................................ ss. 6.03(a) Parent SEC Reports.................................................... ss. 6.06(a) Parent Stock Option Plans............................................. ss. 6.03(a) Park Avenue........................................................... ss. 5.24
Parent Option. Section 1.11(a) . . 7 Parent Permits . . . . . . . Section 3.10 . . . . 25
Parent Option. “Parent Option” shall mean the options granted to any Parent Employee pursuant to the Parent Option Plans.
