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

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 Merger Sub the Purchaser 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 the Purchaser and Parent and their subsidiaries in the aggregate its affiliates immediately following consummation of the Offer, will shall constitute ninety percent (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 purchase price per Top-Up Option Share equal to the Merger Consideration per share of Company Common StockOffer Price; provided, however, that the Top-Up Stock Option shall not be exercisable to the extent if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. The Company agrees to provide Parent and Merger Sub the Purchaser 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 Merger Sub the Purchaser 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 the Purchaser and Parent and their subsidiaries in the aggregate its affiliates immediately following consummation of the Offer, will shall constitute ninety percent (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 purchase price per Top-Up Option Share equal to the Merger Consideration per share of Company Common StockOffer Price; provided, -------- however, that the Top-Up Stock Option shall not be exercisable to the extent if the number ------- of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. The Company agrees to provide Parent and Merger Sub the Purchaser 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 Merger Sub Purchaser, 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 Purchaser, Parent and their subsidiaries in the aggregate immediately following consummation of the Offer, will shall 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 StockOffer Price; provided, 2 however, that the Top-Up Stock Option shall not be exercisable to the extent if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. The Company agrees to provide Parent and Merger Sub Purchaser with information regarding the number of shares of Company Common Stock available for issuance on an ongoing basis.