Grant of Top Sample Clauses

Grant of Top. Up Option. Subject to the conditions set forth below in this Section 6.13, the Company hereby grants to the Purchaser an irrevocable option (the "Top-Up Option") to purchase from the Company for cash that number of Shares equal to the Top-Up Share Amount. The purchase price per Share shall equal the Offer Price. The "Top-Up Share Amount" means that number of Shares that, when added to the number of Shares owned by the Purchaser and its affiliates immediately prior to the exercise of the Top-Up Option, shall constitute 90.1% of the Shares then outstanding on a fully diluted basis (assuming the issuance of Shares pursuant to the Top-Up Option). The Top-Up Option shall expire if not exercised prior to the earlier of the Effective Date and 12:00 midnight, Eastern time, on the date that is 10 business days after termination of the Offer (the "Top-Up Expiration Date").
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Grant of Top. Up Stock Option. Subject to the terms and conditions set forth herein, the Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Stock Option”) to purchase up to that number of Shares (the “Top-Up Option Shares”) equal to the number of Shares that, when added to the number of Shares owned by Merger Sub, Parent and any other subsidiary of Parent immediately following consummation of the Offer, shall constitute one Share more than ninety percent (90%) of the Shares outstanding on a fully diluted basis (assuming the issuance of the Top-Up Option Shares), and shall permit Merger Sub to effect the Merger pursuant to Section 1110 of the CGCL (assuming the issuance of the Top-Up Option Shares), at a purchase price per Top-Up Option Share equal to the Offer Price; provided, however, that the Top-Up Stock Option shall not be exercisable if the number of Shares subject thereto exceeds the number of authorized shares of common stock of the Company available for
Sample 1
Grant of Top. UP OPTIONS FOLLOWING A SUBSCRIPTION FOR TOP-UP SHARES If and only if the Harmony Entities have complied with its obligations under CLAUSE 9.3; Bendigo must: (a) immediately upon the issue of securities pursuant to the Relevant PRI, grant (and the Subscriber must accept that grant) the relevant number of Additional Options; and (b) within 10 Business Days thereafter, deliver to the Subscriber the certificate(s) or holding statement(s) relating to the relevant number of Additional Options.
Sample 1

Related to Grant of Top

  • Grant of SARs Subject to the terms and conditions of the Plan, SARs may be granted to Employees and Consultants at any time and from time to time as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion to determine the number of SARs granted to any Participant, provided that during any Fiscal Year, no Participant shall be granted SARs covering more than 500,000 Shares.

  • Grant of PSUs For valuable consideration, receipt of which is hereby acknowledged, Hovnanian Enterprises, Inc., a Delaware Corporation (the "Company"), hereby grants the target number (“Target Number”) of performance share units ("PSUs") listed above to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms and conditions of the 2020 Company Second Amended and Restated Stock Incentive Plan (the "Plan"), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement. The actual number of PSUs, if any, that the Participant will be eligible to earn with respect to this Agreement (the “Earned PSUs”), subject to meeting the applicable service and performance vesting requirements, will equal the Target Number multiplied by the applicable “Performance Multiplier” as defined in Exhibit A hereto. Each Earned PSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

  • Grant of Rights The Company hereby grants registration rights to the Designated Holders upon the terms and conditions set forth in this Agreement.

  • Grant of Right In addition to the demand right of registration described in Section 5.1 hereof, the Holder shall have the right, for a period of no more than two (2) years from the Initial Exercise Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Shares which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.

  • Grant of the Option The Company hereby grants to the Participant the right and option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of Shares, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option shall be $ (the “Option Price”). The Option is intended to be a non-qualified stock option, and is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.

  • Grant of RSUs The Company hereby grants to the Grantee the Award of RSUs, as set forth in the Award letter. An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 6 of this Agreement.

  • Grant of the Award Subject to the provisions of this Award Agreement and the Plan, the Company hereby grants to the Participant, an aggregate of [# of Shares Granted] shares of restricted stock (the “Restricted Stock”), subject to adjustment as set forth in the Plan.

  • Grant of Stock Option The Company hereby grants the Optionee an Option to purchase shares of Common Stock, subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. The Option is not intended to be and shall not be qualified as an “incentive stock option” under Section 422 of the Code.

  • Grant of Proxy Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

  • Grant of Stock Options This non-qualified Stock Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.

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