OTHER
COSTS AND EXPENSES OF HOLDINGS SHALL BE PAID BY HOLDINGS PURSUANT TO SECTION
8(B) HEREOF, INCLUDING ANY COSTS ARISING FROM ANY ERROR IN HOLDINGS' INITIAL
VALUATION OF ITS INVESTMENT IN SYMPHONY GENISIS.
(G)
TRANSFER OF TITLE.
TRANSFER OF TITLE TO ISIS OF ALL OF THE SYMPHONY
GENISIS EQUITY SECURITIES SHALL BE DEEMED TO OCCUR AUTOMATICALLY ON THE PURCHASE
OPTION CLOSING DATE, SUBJECT TO THE PAYMENT BY ISIS ON SUCH DATE OF THE PURCHASE
PRICE AND ITS PERFORMANCE OF ITS OTHER OBLIGATIONS HEREIN REQUIRED TO BE
PERFORMED UNDER SECTIONS 2(E) AND (F), AND UNDER THE REGISTRATION RIGHTS
AGREEMENT, AS APPLICABLE, ON OR PRIOR TO THE PURCHASE OPTION CLOSING DATE TO THE
REASONABLE SATISFACTION OF HOLDINGS, AND THEREAFTER SYMPHONY GENISIS SHALL TREAT
ISIS AS THE SOLE HOLDER OF ALL SYMPHONY GENISIS EQUITY SECURITIES,
NOTWITHSTANDING THE FAILURE OF HOLDINGS TO TENDER CERTIFICATES REPRESENTING SUCH
SHARES TO ISIS IN ACCORDANCE WITH SECTION 2(D) HEREOF.
AFTER THE PURCHASE
OPTION CLOSING DATE, HOLDINGS SHALL HAVE NO RIGHTS IN CONNECTION WITH SUCH
SYMPHONY GENISIS EQUITY SECURITIES OTHER THAN THE RIGHT TO RECEIVE THE PURCHASE
PRICE; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 2(G) SHALL AFFECT THE
SURVIVABILITY OF ANY INDEMNIFICATION PROVISION IN THIS AGREEMENT UPON
TERMINATION OF THIS AGREEMENT.
(H)
CONSENTS AND AUTHORIZATIONS.
ON OR PRIOR TO THE PURCHASE OPTION CLOSING
DATE, ISIS SHALL HAVE OBTAINED ALL CONSENTS AND AUTHORIZATIONS NECESSARY FROM
STOCKHOLDERS AND/OR ITS BOARD OF DIRECTORS FOR THE CONSUMMATION OF THE EXERCISE
AND CLOSING OF THE PURCHASE OPTION, AS MAY BE REQUIRED UNDER THE ORGANIZATIONAL
DOCUMENTS OF ISIS, ANY PRIOR STOCKHOLDERS OR BOARD RESOLUTION, ANY STOCK
EXCHANGE OR SIMILAR RULES OR ANY APPLICABLE LAW; PROVIDED, HOWEVER, THAT WITH
RESPECT TO CONSENTS OR AUTHORIZATIONS REQUIRED BY A GOVERNMENTAL AUTHORITY OTHER
THAN THE UNITED STATES FEDERAL GOVERNMENT AND ITS VARIOUS BRANCHES AND AGENCIES,
THE PARTIES' OBLIGATIONS UNDER THIS SECTION 2(H) SHALL BE LIMITED TO OBTAINING
ONLY THOSE CONSENTS AND AUTHORIZATIONS, THE FAILURE OF WHICH TO BE OBTAINED
WOULD, EITHER INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON ANY OF THE PARTIES.
Section 2A.
Put Option.
(a) Holdings has an exclusive put option (the "Put Option") for 100% of the
Symphony GenIsis Equity Securities which may be exercised if, following a Change
of Control with respect to Isis, the successor entity breaches a material term
of any Operative Document and such breach continues unremedied for a period of
thirty (30) days after Holdings has delivered written notice thereof to such
successor entity.
(b)
Holdings may exercise the Put Option only by delivery of written notice
(the "Put Option Exercise Notice") during the Purchase Option Period. The Put
Option Exercise
6
Notice shall be delivered on a Business Day to the successor entity to Isis and
Symphony GenIsis, and shall thereafter be deemed for all purposes under the
terms of this Agreement to be a Purchase Option Exercise Notice by Isis (in
accordance with the provisions of Section 2 hereof) as of the date such notice
is delivered (such date