Grant of Top-Up Stock Option. Subject to the terms and conditions set forth herein, Company hereby grants to Merger Sub an irrevocable option (the "Top-Up Stock Option") to purchase that number of shares of Company Common Stock (the "Top-Up Option Shares") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub and Parent and their subsidiaries in the aggregate immediately following consummation of the Offer, will constitute ninety percent (90%) of the shares of Company Common Stock then outstanding (assuming the issuance of the Top-Up Option Shares) at a purchase price per Top-Up Option Share equal to the Merger Consideration per share of Company Common Stock; provided, however, that the Top-Up Stock Option shall not be exercisable to the extent the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. Company agrees to provide Parent and Merger Sub with information regarding the number of shares of Company Common Stock available for issuance on an ongoing basis.
Grant of Top-Up Stock Option. Subject to the terms and conditions set forth herein, the Company hereby grants to the Merger Sub an irrevocable option (the "Top-Up Stock Option") to purchase 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 the Merger Sub, Parent and their Subsidiaries immediately following consummation of the Offer, shall constitute 90% of the Shares then outstanding (assuming the issuance of the Top-Up Option Shares) at a purchase price per Top-Up Option Share equal to the Per Share Amount; 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 available for issuance. The Company agrees to provide Parent and the Merger Sub with information regarding the number of Shares available for issuance on an ongoing basis.
Grant of Top-Up Stock Option. (a) 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 that number of newly-issued shares of Company Common Stock (the “Top-Up Option Shares”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub, Parent and their Subsidiaries immediately following consummation of the Offer and the issuance of such Top-Up Option Shares, shall constitute ninety percent (90%) of the total number of Fully Diluted Shares (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 (i) the total number of shares of Company Common Stock subject to the Top-Up Stock Option shall not exceed the number of authorized shares of Company Common Stock available for issuance by the Company at such time (giving effect to such shares of Company Common Stock reserved for issuance pursuant to outstanding Company Options or pursuant to the ESPP as though such shares of Company Common Stock were outstanding), (ii) the number of Top-Up Shares subject to the Top-Up Option shall not exceed 19.9% of the total number of shares of Company Common Stock outstanding immediately prior to such issuance and (iii) the Company shall not be required to issue shares of Company Common Stock pursuant to the Top-Up Stock Option if any temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint then in effect shall prohibit such issuance. The Company agrees to provide Parent and Merger Sub with information regarding the number of shares of Company Common Stock available for issuance on an ongoing basis, as and when requested by Parent from time to time prior to the Top-Up Termination Time (as defined below).
(b) Merger Sub shall, if and only if required by the Company pursuant to Section 1.1(e) prior to the Top-Up Termination Date, promptly exercise the Top-Up Stock Option in whole, but not in part.
(c) Except as provided in the last sentence of this Section 1.4(c), the “Top-Up Termination Time” shall occur upon the earliest to occur of: (i) the Effective Time, and (iii) the termination of this Agreement. The occurrence of the Top-Up Termination Time shall not affect any rights hereunder which by their terms do not terminate or expire prio...
Grant of Top-Up Stock Option. Subject to the terms and conditions set forth herein, the Company hereby grants to Purchaser an irrevocable option (the “Top-Up Stock Option”) to purchase that number of authorized but unissued Shares (the “Top-Up Option Shares”) equal to the number of Shares that, when added to the number of Shares owned by Purchaser and Parent immediately following consummation of the Offer, shall constitute 80.01% of the Fully Diluted Shares (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 in no event shall Purchaser have the right hereunder to purchase a number of Shares that exceeds 19.9% of the outstanding Shares on the date hereof. The Company agrees to provide Parent and Purchaser with information regarding the number of authorized Shares available for issuance on an ongoing basis.
Grant of Top-Up Stock Option. Subject to the terms and conditions set forth herein, the Company hereby grants to Buyer an option (the "Top-Up Stock Option") to purchase 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 Parent and Buyer and Shares that are purchasable immediately following the acceptance by the Buyer (or other Affiliate of Parent (including Lap Xxxx Xxx ("LSH")) of the Shares tendered in the Offer pursuant to contractual arrangements entered into between LSH and other holders of Shares, at the time of exercise shall permit the Merger to be accomplished pursuant to Section 253 of the Delaware General Corporation Law assuming the issuance of the Top-Up Option Shares (the "Short Form Condition") 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 available for issuance.
Grant of Top-Up Stock Option. The Company hereby grants to Purchaser an irrevocable option (the "Top-Up Stock Option") to purchase that number of shares of Common Stock (the "Top-Up Option Shares") equal to the number of shares of Common Stock that, when added to the number of shares of Common Stock owned by
Grant of Top-Up Stock Option. Subject to the terms and conditions set forth herein, the Company hereby grants to Sub an irrevocable option (the "Top-Up Stock Option") to purchase 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 Sub, Parent and any other subsidiary of Parent immediately following consummation of the Offer, shall constitute 90.1% of the Shares outstanding on a fully diluted basis (assuming the issuance of the Top-Up Option Shares) and shall permit 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 issuance. The Company agrees to provide Parent and Sub with information regarding the number of Shares available for issuance on an ongoing basis.
Grant of Top-Up Stock Option. Subject to the terms and conditions set forth herein, ZT hereby grants to Merger Sub an irrevocable option (the "Top-Up Stock Option") to purchase that number of shares of ZT Common Stock (the "Top-Up Option Shares") equal to the number of shares of ZT Common Stock that, when added to the number of shares of ZT Common Stock owned by Merger Sub and IR immediately following consummation of the Offer, shall constitute 90% of the shares of ZT Common Stock then outstanding (assuming the issuance of the Top-Up Option Shares) at a purchase price per Top-Up Option Share equal to the Merger Consideration per share of ZT Common Stock; provided, however, that the Top-Up Stock Option shall not be exercisable if the number of shares of ZT Common Stock subject thereto exceeds the number of authorized shares of ZT Common Stock available for issuance. ZT agrees to provide IR and Merger Sub with information regarding the number of shares of ZT Common Stock available for issuance on an ongoing basis.
Grant of Top-Up Stock Option. The Company hereby grants to Newco an irrevocable option (the "Top-Up Stock ------------ Option") to purchase that number of shares of Company Common Stock (the "Top-Up ------ ------ Option Shares") equal to the number of shares of Company Common Stock that, when ------------- added to the number of shares of Company Common Stock owned by Newco and its affiliates immediately following consummation of the Offer, shall constitute 90% of the shares of Company Common Stock then outstanding on a fully diluted basis (assuming the issuance of the Top-Up Option Shares), at a cash purchase price per Top-Up Option Share equal to $5.50 (the "Purchase Price"), subject to the terms and conditions -------------- set forth herein; provided, however, that (i) the Top-Up Stock Option shall only -------- ------- be exercisable if and when at least 80% of the shares of Company Common Stock then outstanding on a fully diluted basis shall have been tendered pursuant to and upon the expiration date of the Offer and (ii) the Top-Up Stock Option shall not be exercisable if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance.
Grant of Top-Up Stock Option. Subject to the terms and ---------------------------- conditions set forth herein, the Company hereby grants to the Purchaser an irrevocable option (the "Top-Up Stock Option") to purchase that number of shares ------------------- of Common Stock (the "Top-Up Option Shares") equal to the number of shares of -------------------- Common Stock that, when added to the number of shares of Common Stock owned by the Purchaser and its affiliates immediately following consummation of the Offer, shall constitute 90% of the shares of Common Stock then outstanding on a fully diluted basis (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 -------
