Common use of Parent Option Clause in Contracts

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");

Appears in 9 contracts

Samples: Voting and First Offer Agreement (Styleclick Com Inc), Voting and First Offer Agreement (Freedman Joyce), Voting and First Offer Agreement (Freedman Joyce)

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Parent Option. For a period of five days after the giving of the Offering Notice pursuant to Section 3.3(a) (the "Option PeriodOPTION PERIOD"), Parent shall have the right (the "OptionOPTION") 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 "AcceptanceACCEPTANCE"), 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 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 DateWAIVER DATE");

Appears in 1 contract

Samples: Voting and First Offer Agreement (Styleclick Inc)

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