Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "Purchaser Option") to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser 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 Parent, Purchaser and their affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Price.
(b) Such Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 80% of the outstanding shares of the Company Common Stock. Such Purchaser 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.
(c) In the event Parent and Purchaser wish to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their affiliates immediately following consummation of the Offer and specifying a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier's check.
Option to Acquire Additional Shares. The Company hereby grants to Merger Sub an irrevocable option (the "TOP-UP OPTION"), exercisable in accordance with this SECTION 1.3, to purchase the number of Shares (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 immediately prior to the exercise of the Top-Up Option (which such shares of Company Common Stock owned by Merger Sub shall not be less than the Minimum Tender Condition) shall constitute one share more than 80% of the number of Shares then outstanding (after giving effect to the issuance of the Top-Up Option Shares) for a purchase price per Top-Up Option Share equal to the Offer Price. The Top-Up Option may be exercised by Merger Sub in whole but not in part; PROVIDED, HOWEVER, that Merger Sub agrees that it will exercise the Top-Up Option only if doing so would allow it to consummate the Merger pursuant to Section 607.1104 of the FBCA. In no event shall the Top-Up Option be exercisable for a number of Shares in excess of the Company's then authorized and unissued Shares (including as authorized and unissued shares of Common Stock, for purposes of this SECTION 1.3, any Shares reserved for issuance, upon the exercise of any outstanding Option or with respect to any other outstanding security convertible into or exercisable or exchangeable for Shares). The Top-Up Option may be exercised by Merger Sub at any time at or after the Acceptance Time and the expiration of any subsequent offering period and on or prior to the tenth (10th) Business Day after the later of (i) the expiration date of the Offer or (ii) the expiration of any Subsequent Offering Period; PROVIDED, HOWEVER, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions, unless waived by the Company, that (A) no provision of any applicable Law, and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court of competent jurisdiction or other Governmental Authority of competent jurisdiction, shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (B) after issuance of the Top-Up Option Shares upon exercise, the number of Shares owned by Parent or Merger Sub or any wholly owned Subsidiary of Parent or Merger Sub constitutes one share more than 80% of the number of Shares that w...
Option to Acquire Additional Shares. The Company hereby grants to Parent and Sub an irrevocable option (the “Option”) to purchase up to that number of newly issued shares of the Company Common Stock (the “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 Parent, Sub, and the affiliates of Parent or Sub immediately following consummation of the Tender Offer, shall constitute ninety and one-half percent (90.5%) of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Option Shares) for a consideration per Option Share equal to the Offer Price. In the event Parent and/or Sub wish to exercise the Option, Parent shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or shall be owned by Parent, Sub, and the affiliates of Parent and Sub immediately following consummation of the Tender Offer and specifying a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Parent specifying the number of Option Shares. At the closing of the purchase of the Option Shares, the portion of the purchase price owing upon exercise of the Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier’s check or pursuant to a promissory note in substantially the form attached as Exhibit A hereto.
Option to Acquire Additional Shares. 2.1 Option to Purchase Additional Shares 2.2 Option Price
2.3 Term of Option. 2.4 Exercise of Option 2.5 Option Closing Obligations
Option to Acquire Additional Shares. Buyer shall have the option to acquire any or all of the remaining shares of common stock of ATEC which are subject to options or warrants which Rametra now holds, or an aggregate of 842,140 (provided such number shall be reduced to 342,140 on the event shareholder approval is not received with respect to 500,000 options approved by the ATEC Broad in September 2000) shares of ATEC common stock (the "Additional ATEC Shares") in addition to the ATEC Shares. To exercise such option, in whole or in part, Buyer shall give written notice to Rametra to such effect not later than January 31, 2001, and the acquisition of the Additional ATEC Shares shall take place on the tenth business day following the date of delivery of such notice, or on such other date as the Parties may agree. Sellers shall exercise the options to acquire the Additional ATEC Shares (or the specified number of such shares) and pay the option exercise price in full on or prior to the date of acquisition by Buyer. Buyer shall acquire the Additional ATEC Shares at a value of $7.00 per share, payable in shares of Buyer (the "Additional ADS Shares"), the number of which shall be calculated as the per share value thereof using the Signing Date Average Price referred to above, without regard to any changes in the market price of the Buyer's common stock subsequent to the Closing.
Option to Acquire Additional Shares. 46 6.10 Termination of 401(k) Plan........................................... 46
Option to Acquire Additional Shares. Chengxuan agrees to grant to GE, pursuant to the Stock Option Agreement and subject to restrictions under applicable Laws, an irrevocable option (the “Stock Option”) to purchase from Chengxuan up to 3,355,000 shares of Common Stock (subject to adjustment pursuant to the Stock Option Agreement) (the “Option Shares”) at a cash purchase price of US$0.34 per share at any time and from time to time within three years after the Closing.
Option to Acquire Additional Shares. (a) Seller hereby grants Fradxxxx xx option (the "Option"), exercisable for a period of six (6) months from the date hereof (the "Exercise Period"), to purchase an additional 3,337,929 of the Shares (the "Option Shares") for $2,300,000. In order to exercise the Option, prior to expiration or termination of the Exercise Period, Fradxxxx xxxll provide Seller with written notice of his desire to exercise the Option, and shall pay Seller $2,300,000 in cash or immediately available funds (the "Exercise Price"). Upon timely receipt of said notice and timely payment of the Exercise Price, the Option Shares shall be transferred by Seller to Fradxxxx, xxee and clear of all liens and encumbrances except restrictions on transfer imposed by Securities Laws.
(b) Until expiration or termination of the Exercise Period, the number of shares subject to the Option shall be adjusted in the event of stock splits, reverse stock splits, stock dividends, etc.
Option to Acquire Additional Shares. Xxxxx Xxx hereby agrees that he shall not directly or indirectly sell, assign, transfer, devise, bequeath, give, mortgage, charge, pledge, create a lien against, or otherwise encumber or dispose of any Rosey Shares that are not being purchased by Purchaser pursuant to this Agreement or permit those Rosey Shares to become encumbered, or take any steps to offer for sale any of his Rosey Shares until December 31, 2024 (the “Option Deadline Date”) without the prior written consent of the Purchaser. Further, Xxxxx Xxx hereby grants an option to the Purchaser to acquire an additional 9% of the Rosey Shares (9,000 Rosey Shares) upon making a cash payment to Rosey of $300,000 on or prior to the Option Deadline Date (the “First Option”) with such funds to be used as working capital to further advance the business of Rosey. If the Purchaser exercises the First Option, it will have a further option to acquire the remaining 40% of the Rosey Shares (40,000 Rosey Shares) from Xxxxx Xxx by paying $2,000,000 to Xxxxx Xxx on or prior to the Option Deadline Date (the “Second Option”). The Purchaser may elect to exercise the Second Option in either cash or Common Shares (at the then market price of the Common Shares), at the sole election of the Purchaser.
Option to Acquire Additional Shares. (a) Subject to the terms and conditions of this Section 5.19, the Company hereby grants to Purchaser an irrevocable option (the "Purchaser Option") to purchase up to 875,000 shares of Voting Common Stock (the "Purchaser Option Shares") for a per share exercise price equal to the Offer Price.
(b) The Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 50% of the outstanding Shares. The Purchaser Option shall terminate automatically upon the termination of this Agreement in accordance with its terms.
(c) In the event Purchaser wishes to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice specifying the number of Shares that are or will be owned by Parent, Purchaser and their affiliates immediately following consummation of the Offer and specifying a place and a time (which may be concurrent with the consummation of the Offer) for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the aggregate exercise price owing upon exercise of such Purchaser Option shall be payable to the Company in cash by wire transfer of immediately available funds or delivery of a bank check, at the option of Parent.
