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 Purchaser an irrevocable option (the "Top-Up Stock Option") to purchase that number of authorized 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 90.01% 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 Offer Price. 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 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).
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 exercisable if the number ------- of shares of Common Stock subject thereto exceeds the number of authorized shares of Common Stock available for issuance. The Company agrees to provide Parent and the Purchaser with information regarding the number of shares of 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 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. 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 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 [NAME OF PARENT'S PARENT], a company incorporated under the laws of the Netherlands ("Grandparent"), Merger Sub, Parent and any other subsidiary of Grandparent immediately following consummation of the Offer, shall constitute 90% of the Shares outstanding on a fully diluted basis (but excluding, solely for the purpose of calculating the total number of Shares outstanding on a fully diluted basis, Shares issuable upon exercise of any stock option as to which a duly executed Option Cancellation (as defined in the Merger Agreement) has been received by the Company and Parent on or prior to 9:00 a.m., Pacific time, on the business day prior to the expiration of the Offer) and shall permit Merger Sub to effect the Merger pursuant to Section 1110 of the California General Corporation Law (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 available for issuance. The Company agrees to provide Parent and Merger 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, 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 -------
