Common use of Exercise of Top-Up Stock Option Clause in Contracts

Exercise of Top-Up Stock Option. (a) Subject to the conditions set forth in Section 2.1 and any additional requirements of Law, the Top-Up Stock Option may be exercised by the Purchaser, in whole but not in part, at any one time after the occurrence of a Top-Up Exercise Event (as defined below) and prior to the Top-Up Termination Date (as defined below). (b) A "Top-Up Exercise Event" shall occur for purposes of this Agreement upon the Purchaser's acceptance for payment pursuant to the Offer of shares of Common Stock constituting more than 50% but less than 90% of the shares of Common Stock then outstanding on a fully diluted basis. 2 (c) Except as provided in the last sentence of this Section 1.2.(c), the "Top-Up Termination Date" shall occur for purposes of this Agreement upon the earliest to occur of: (i) the Effective Time; (ii) the date which is ten (10) business days after the occurrence of Top-Up Exercise Event; and (iii) the termination of the Merger Agreement. Notwithstanding the occurrence of the Top-Up Termination Date, the Purchaser shall be entitled to purchase the Top-Up Option Shares if it has exercised the Top-Up Stock Option in accordance with the terms hereof prior to such occurrence, and the occurrence of the Top-Up Termination Date shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such date. (d) In the event the Purchaser wishes to exercise the Top-Up Stock Option, the Purchaser shall send to the Company a written notice (a "Top-Up Exercise Notice", the date of which notice is referred to herein as the "Top-Up Notice Date") specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which the Purchaser wishes to receive, the place for the closing of the purchase and sale pursuant to the Top-Up Stock Option (the "Top-Up Closing") and a date not earlier then three (3) business days nor later then ten (10) business days from the Top-Up Notice Date for the Top-Up Closing (the "Top-Up Closing Date"); provided, however, that (i) if the Top-Up Closing cannot be consummated by reason of any applicable Laws or Orders, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated and (ii) without limiting the foregoing, if prior notification to or approval of any Governmental Entity is required in connection with such purchase, the Purchaser and the Company shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, within two (2) business days after receipt of the Top-Up Exercise Notice, deliver written notice to the Purchaser specifying the number of Top-Up Option Shares and the aggregate purchase price therefor.

Exercise of Top-Up Stock Option. (a) Subject to the conditions set forth in Section 2.1 and any additional requirements of LawMerger Sub may, at its election, exercise the Top-Up Stock Option may be exercised by the Purchaserin whole, in whole but not in part, at any one time after the occurrence of a Top-Up Exercise Event (as defined below) and prior to the Top-Up Termination Date (as defined below). (b) A "Top-Up Exercise Event" shall occur for purposes of this Stock Option Agreement upon the PurchaserMerger Sub's acceptance for payment pursuant to the Offer of for shares of Company Common Stock constituting constituting, together with shares of Company Common Stock owned directly or indirectly by Parent, more than 50% sixty-seven percent (67%) but less than ninety percent (90% %) of the shares of Company Common Stock then outstanding on outstanding. Parent or Merger Sub shall deliver to Company a fully diluted basis. 2certificate or letter from First Chicago Trust Company of New York (the "Depositary") stating that such payment has been made. (c) Except as provided in the last sentence of this Section 1.2.(c), the The "Top-Up Termination Date" shall occur for purposes of this Stock Option Agreement upon the earliest to occur of: (i) the Effective Time; (ii) the date which is ten twenty (1020) business days after the occurrence of a Top-Up Exercise Event; and (iii) the termination of the Merger Agreement. Notwithstanding the occurrence of the Top-Up Termination Date, the Purchaser Merger Sub shall be entitled to purchase the Top-Up Option Shares if it has exercised the Top-Up Stock Option in accordance with the terms hereof prior to such occurrence, and the occurrence of the Top-Up Termination Date shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such date, unless the Merger Agreement has terminated by its terms prior to the occurrence of the Top-Up Closing. (d) In the event the Purchaser Merger Sub wishes to exercise the Top-Up Stock Option, the Purchaser Merger Sub shall send to the Company a written notice (a "Top-Up Exercise Notice", ," the date of which notice is referred to herein as the "Top-Up Notice Date") specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which the Purchaser Merger Sub wishes to receive, the place for the closing of the purchase and sale pursuant to the Top-Up Stock Option (the "Top-Up Closing") and a date not earlier then three than one (31) business days day nor later then than ten (10) business days from after the Top-Up Notice Date for the Top-Up Closing (the "Top-Up Closing Date")Closing; provided, however, that (i) if the Top-Up Closing cannot be consummated by reason of any applicable Laws or OrdersLaws, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated terminated, and (ii) without limiting the foregoing, if prior notification to or approval of any Governmental Entity is required in connection with such purchase, the Purchaser Merger Sub and the Company shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, within two (2) business days promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to the Purchaser specifying Merger Sub confirming the number of Top-Up Option Shares and the aggregate purchase price therefor.

Exercise of Top-Up Stock Option. (a) Subject to the conditions set forth in Section 2.1 and any additional requirements of LawMerger Sub may, at its election, exercise the Top-Up Stock Option may be exercised by the Purchaserin whole, in whole but not in part, at any one time after the occurrence of a Top-Up Exercise Event (as defined below) and prior to the Top-Up Termination Date (as defined below). (b) A "Top-Up Exercise Event" shall occur for purposes of this Stock Option Agreement upon the PurchaserMerger Sub's acceptance for payment pursuant to the Offer of for shares of Company Common Stock constituting constituting, together with shares of Company Common Stock owned directly or indirectly by Parent, more than 50% sixty-seven percent (67%) but less than ninety percent (90% %) of the shares of Company Common Stock then outstanding on outstanding. Parent or Merger Sub shall deliver to Company a fully diluted basis. 2certificate or letter from First Chicago Trust Company of New York (the "Depositary") stating that such payment has been made. (c) Except as provided in the last sentence of this Section 1.2.(c), the The "Top-Up Termination Date" shall occur for purposes of this Stock Option Agreement upon the earliest to occur of: (i) the Effective Time; (ii) the date which is ten twenty (1020) business days after the occurrence of a Top-Up Exercise Event; and (iii) the termination of the Merger Agreement. Notwithstanding the occurrence of the Top-Up Termination Date, the Purchaser Merger Sub shall be entitled to purchase the Top-Up Option Shares if it has exercised the Top-Up Stock Option in accordance with the terms hereof prior to such occurrence, and the occurrence of the Top-Up Termination Date shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such date, unless the Merger Agreement has terminated by its terms prior to the occurrence of the Top-Up Closing. (d) In the event the Purchaser Merger Sub wishes to exercise the Top-Up Stock Option, the Purchaser Merger Sub shall send to the Company a written notice (a "Top-Up Exercise Notice", ," the date of which notice is referred to herein as the "Top-Up Notice Date") specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which the Purchaser Merger Sub wishes to receive, the place for the closing of the purchase and sale pursuant to the Top-Up Stock Option (the "Top-Up Closing") and a date not earlier then three than one (31) business days day nor later then than ten (10) business days from after the Top-Up Notice Date for the Top-Up Closing (the "Top-Up Closing Date")Closing; provided, however, that (i) if the Top-Up Closing cannot be consummated by reason of any applicable Laws or OrdersLaws, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated terminated, and (ii) without limiting the foregoing, if prior notification to or approval of any Governmental Entity is required in connection with such purchase, the Purchaser Merger Sub and the Company shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, within two (2) business days promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to the Purchaser specifying Merger Sub confirming the number of Top-Up Option Shares and the aggregate purchase price therefor.. ARTICLE 2