ASKED PRICES FOR THE
SHARES FOR THE LAST 20 BUSINESS DAYS BEFORE THE DATE OF DETERMINATION, AS
REPORTED IN ANY RELIABLE SECURITIES QUOTATION SOURCE; AND
(C)
IF AND TO THE EXTENT ANY STOCK SPLITS, STOCK DIVIDENDS OR
SIMILAR CHANGES IN CAPITAL STRUCTURE OCCUR BETWEEN THE DATES FROM WHICH MARKET
PRICES ARE AVERAGED HEREUNDER, THE AVERAGE SHALL BE PROPORTIONATELY ADJUSTED TO
REFLECT SUCH CHANGES.
1.3
"OFFER PERIOD" SHALL MEAN THE 9-MONTH PERIOD BEGINNING ON THE
TRIGGER DATE AND ENDING ON THE NINTH MONTH ANNIVERSARY THEREOF.
1.4
"SHARES" SHALL MEAN 1,000,000 (AS ADJUSTED PURSUANT TO SECTION
2.6) SHARES OF THE CLASS A STOCK.
1.5
"TRANSFER" MEANS ANY SALE, TRANSFER OR OTHER DISPOSITION OF ANY
SHARES OF CLASS A STOCK, OR OF ANY INTEREST IN SUCH SHARES OF CLASS A STOCK,
WHETHER VOLUNTARY OR BY OPERATION OF LAW.
Section 2 - Option to Purchase at Death
2.1
GENERALLY.
DURING THE OFFER PERIOD, ANY TRANSFER OF ANY OF THE
SHARES BY THE SHAREHOLDER, OTHER THAN ACCORDING TO THE TERMS OF THIS AGREEMENT,
SHALL BE VOID AND TRANSFER NO RIGHT, TITLE OR INTEREST IN OR TO ANY SUCH SHARES
TO THE PURPORTED TRANSFEREE.
2.2
PERMITTED TRANSFERS.
FROM THE DATE HEREOF UNTIL THE TRIGGER DATE,
THERE ARE NO RESTRICTIONS HEREUNDER UPON THE TRANSFER OF THE SHARES AND A
TRANSFEREE OF THE SHARES WILL RECEIVE THEM FREE AND CLEAR OF ANY RESTRICTIONS
HEREUNDER. DURING THE OFFER PERIOD, THE SHAREHOLDER MAY TRANSFER, WITHOUT
COMPLIANCE WITH SECTIONS 2.3 THROUGH 2.5 OF THIS AGREEMENT, ANY OR ALL OF THE
SHARES TO AN AFFILIATE OF THE TRAGERS' DESCENDENTS OR TO A TRUST ESTABLISHED FOR
THE BENEFIT THEREOF, OR DISPOSE OF THEM PURSUANT TO A JUDICIAL DECREE OR ORDER
(PROVIDED THAT, IN EACH SUCH CASE, THE
2
COMPANY RECEIVES WRITTEN NOTICE OF SUCH TRANSFER, THAT THIS AGREEMENT SHALL BE
BINDING UPON EACH SUCH TRANSFEREE AND, BEFORE THE COMPLETION OF SUCH TRANSFER,
EACH TRANSFEREE OR HIS OR HER LEGAL REPRESENTATIVE SHALL HAVE EXECUTED DOCUMENTS
ASSUMING THE OBLIGATIONS OF THE TRANSFERRING SHAREHOLDER UNDER THIS AGREEMENT
WITH RESPECT TO THE TRANSFERRED SHARES OF CLASS A STOCK).
2.3
OFFER FOR SALE; NOTICE OF PROPOSED SALE.
DURING THE OFFER PERIOD,
IF THE SHAREHOLDER DESIRES TO TRANSFER ANY OF THE SHARES IN ANY TRANSACTION
OTHER THAN PURSUANT TO SECTION 2.2 OF THIS AGREEMENT, THE SHAREHOLDER SHALL
FIRST DELIVER WRITTEN NOTICE OF SUCH DESIRE TO DO SO (THE "NOTICE") TO THE
COMPANY. THE NOTICE SHALL INCLUDE: (I) THE NUMBER OF SHARES THE SHAREHOLDER
PROPOSES TO TRANSFER (THE "SHARES PROPOSED FOR TRANSFER"), (II) THE
SHAREHOLDER'S COVENANT TO SELL THE SHARES PROPOSED FOR TRANSFER FOR
CONSIDERATION (THE "PURCHASE PRICE") EQUAL TO THEIR FAIR MARKET VALUE AS OF THE
DATE OF CLOSING (AS DEFINED BELOW), SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, AND (III) ANY OTHER MATERIAL TERMS AND CONDITIONS OF THE PROPOSED
TRANSACTION.
2.4
OPTION TO PURCHASE.
(A)
THE COMPANY SHALL HAVE THE OPTION (THE "OPTION") TO PURCHASE ALL
OF THE SHARES PROPOSED FOR TRANSFER FOR THE CONSIDERATION PER SHARE AND ON THE
TERMS AND CONDITIONS SPECIFIED IN THE