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, 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 the Purchaser Acquisition Company 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 Parent and Acquisition Company at the Purchaser and its affiliates immediately following consummation time of exercise shall permit the Merger to be accomplished pursuant to Section 253 of the Offer, shall constitute 90% of the shares of Common Stock then outstanding on a fully diluted basis (Delaware General Corporation Law assuming the issuance of the Top-Up Option SharesShares (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 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 ZT hereby grants to the Purchaser 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 the Purchaser Merger Sub and its affiliates IR immediately following consummation of the Offer, shall constitute 90% of the shares of ZT 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 PriceMerger 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. The Company ZT agrees to provide Parent IR and the Purchaser Merger Sub with information regarding the number of shares of ZT Common Stock available for issuance on an ongoing basis.