Common use of Parent Option Clause in Contracts

Parent Option. (a) Parent and/or Seller shall have the right to purchase up to an aggregate of 19.9% of the Holdings Common Stock immediately prior to the Closing for a per share purchase price equal to the per share purchase price paid or payable by other stockholders of Holdings on or prior to the Closing Date, provided that if investment partnerships affiliated with KKR shall have invested, as of the Closing Date, in a corporation which wholly-owns Holdings (rather than investing directly in Holdings), references to "Holdings Common Stock" in this Section 11.3, Sections 5.3, 5.7(b) and 9.3 and clause (b) of the definition of "Securities" contained in Section 1.1 shall be deemed to be references to the common stock of such corporation and references to "Holdings" and "New Talegen Holdings Corporation" in Section 9.3 shall be deemed to be references to such corporation. Parent and/or Seller shall pay the aggregate purchase price for any shares to be purchased pursuant to this Section in cash, payable by wire transfer in immediately available funds to an account which Buyer shall designate in writing to Parent no less than two business days prior to the Closing Date. To exercise such right, Parent and/or Seller must deliver irrevocable written notice to Buyer within 45 days from the date hereof which indicates the percentage interest (after giving effect to its purchase) of Holdings Common Stock that Parent and/or Seller desire to purchase hereunder, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parent, subject to the last sentence of this Section, to make such purchase on the Closing Date). No such notice shall be effective unless Parent and/or Seller concurrently delivers a notice under Section 11.3 of the TRG Agreement which indicates Parent's and/or Seller's election to purchase the same aggregate percentage interest in the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall cease to have the right to purchase Holdings Common Stock hereunder, whether or not their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section shall be void and of no effect.

Parent Option. For a period of three business days after the giving of the Offering Notice pursuant to Section 3.3(a) (a) the "OPTION PERIOD"), Parent and/or Seller shall have the right (the "OPTION") but not the obligation to purchase up to an aggregate of 19.9% all (but not less than all) of the Holdings Common Stock immediately prior to the Closing for Offered Securities at a per share purchase price equal to the per share 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 price paid any or payable all of the Offered Securities under this Section 3.3(b) shall be exercisable by other stockholders delivering written notice of Holdings on or the exercise thereof (the "ACCEPTANCE"), prior to the Closing Date, provided that if investment partnerships affiliated with KKR shall have invested, as expiration of the Closing DateOption Period, in a corporation to the Principal Stockholder, which wholly-owns Holdings (rather than investing directly in Holdings), references notice shall state the number of Offered Securities proposed to "Holdings Common Stock" in this Section 11.3, Sections 5.3, 5.7(b) and 9.3 and clause (b) be purchased by Parent. The failure of Parent to respond within the definition of "Securities" contained in Section 1.1 Option Period shall be deemed to be references to a waiver of the common stock of such corporation and references to "Holdings" and "New Talegen Holdings Corporation" in Section 9.3 shall be deemed to be references to such corporation. Option; PROVIDED that Parent and/or Seller shall pay the aggregate purchase price for any shares to be purchased pursuant to may waive its rights under this Section in cash, payable by wire transfer in immediately available funds to an account which Buyer shall designate in writing to Parent no less than two business days 3.3(b) prior to the Closing Date. To exercise such right, Parent and/or Seller must deliver irrevocable expiration of the Option Period by giving written notice to Buyer within 45 days from the Principal Stockholder (the date hereof which indicates any such written waiver is received by the percentage interest (after giving effect to its purchase) of Holdings Common Stock that Parent and/or Seller desire to purchase hereunderPrincipal Stockholder or, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parentif no written waiver is given, subject to the last sentence of this Section, to make such purchase on the Closing Date). No such notice shall be effective unless Parent and/or Seller concurrently delivers a notice under Section 11.3 date of the TRG Agreement which indicates Parent's and/or Seller's election Option Period is referred to purchase as the same aggregate percentage interest in the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall cease to have the right to purchase Holdings Common Stock hereunder, whether or not their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section shall be void and of no effect."WAIVER DATE");

Parent Option. For a period of three business days after the giving of the Offering Notice pursuant to Section 3.3(a) (a) the "Option Period"), Parent and/or Seller shall have the right (the "Option") but not the obligation to purchase up to an aggregate of 19.9% all (but not less than all) of the Holdings Common Stock immediately prior to the Closing for Offered Securities at a per share purchase price equal to the per share 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 price paid any or payable all of the Offered Securities under this Section 3.3(b) shall be exercisable by other stockholders delivering written notice of Holdings on or the exercise thereof (the "Acceptance"), prior to the Closing Date, provided that if investment partnerships affiliated with KKR shall have invested, as expiration of the Closing DateOption Period, in a corporation to the Principal Stockholder, which wholly-owns Holdings (rather than investing directly in Holdings), references notice shall state the number of Offered Securities proposed to "Holdings Common Stock" in this Section 11.3, Sections 5.3, 5.7(b) and 9.3 and clause (b) be purchased by Parent. The failure of Parent to respond within the definition of "Securities" contained in Section 1.1 Option Period shall be deemed to be references to a waiver of the common stock of such corporation and references to "Holdings" and "New Talegen Holdings Corporation" in Section 9.3 shall be deemed to be references to such corporation. Option; provided that Parent and/or Seller shall pay the aggregate purchase price for any shares to be purchased pursuant to may waive its rights under this Section in cash, payable by wire transfer in immediately available funds to an account which Buyer shall designate in writing to Parent no less than two business days 3.3(b) prior to the Closing Date. To exercise such right, Parent and/or Seller must deliver irrevocable expiration of the Option Period by giving written notice to Buyer within 45 days from the Principal Stockholder (the date hereof which indicates any such written waiver is received by the percentage interest (after giving effect to its purchase) of Holdings Common Stock that Parent and/or Seller desire to purchase hereunderPrincipal Stockholder or, but not to exceed an aggregate of 19.9% (which irrevocable notice shall bind Parentif no written waiver is given, subject to the last sentence of this Section, to make such purchase on the Closing Date). No such notice shall be effective unless Parent and/or Seller concurrently delivers a notice under Section 11.3 date of the TRG Agreement which indicates Parent's and/or Seller's election Option Period is referred to purchase as the same aggregate percentage interest in the securities covered by the election thereunder that Parent and/or Seller elect to purchase hereunder. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11.1, Parent and Seller shall cease to have the right to purchase Holdings Common Stock hereunder, whether or not their rights had been previously exercised, and any notice which shall have been delivered pursuant to this Section shall be void and of no effect."Waiver Date");