The Option; Exercise; Adjustments. (a) The Stockholder hereby grants to Parent an irrevocable option (the "Option") to purchase from time to time the Subject Shares, upon the terms and subject to the conditions set forth herein (the "Optioned Shares"). The Option may be exercised by Parent in whole or from time to time in part, at any time following the occurrence of a Triggering Event (as defined below) and prior to the termination of the Option in accordance with Section 9. In the event Parent wishes to exercise the Option, Parent shall send a written notice to the Stockholder (the "Stock Exercise Notice") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than 10 business days and not earlier than one business day from the date such notice is given; provided, however, that if Rule 14e-5 under the Exchange Act is applicable at the time of exercise of the Option, the period in this clause shall not begin before the expiration or termination of the tender offer and shall extend for 10 business days after the expiration or termination of the tender offer) for the closing of such purchase (the "Closing Date"). Parent may revoke an exercise of the Option at any time prior to the Closing Date by written notice to the applicable Stockholder; provided, that Parent may make no more than a total of one such revocation with respect to any and all exercises relating to the Optioned Shares. In the event of any change in the number of issued and outstanding shares of Subject Shares by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Optioned Shares subject to the Option and the Exercise Price (as hereinafter defined) per Optioned Share shall be appropriately adjusted.
The Option; Exercise; Adjustments. (a) Subject to the other terms and conditions set forth herein, the Company hereby grants to Parent an irrevocable option (the "OPTION") to purchase up to 6,470,760 shares of Common Stock (the "SHARES"). The purchase price per Share (the "PURCHASE PRICE") shall be $38.60. The Purchase Price and the number of Shares shall be subject to adjustment as provided in Section 1(c) hereof.
The Option; Exercise; Adjustments. The Company hereby grants to Purchaser an irrevocable option (the "Option") to purchase up to 102,097 shares of Common Stock (the "Option Shares") in the manner and at the purchase price set forth below. Subject to Section 17 hereof, the Option may be exercised by Purchaser in whole or in part and from time to time, at an exercise price of $11.50 per Option Share (the "Exercise Price"), for a period of three years from the earlier of (a) the second business day following the first meeting of the Company stockholders at which such stockholders fail to approve the issuance of the Preferred Stock or (b) six months from the execution of the Purchase Agreement, if a meeting of the Company stockholders to consider and act upon such issuance has not been held by such date. In the event of any change in the number of issued and outstanding shares of Common Stock by reason of any stock dividend, stock split, split-up, extraordinary dividend or distribution, recapitalization, combination, merger or other change in the corporate or capital structure of the Company, the type and number of Option Shares subject to the Option and the Exercise Price per Option Share shall be appropriately adjusted and proper provision shall be made in the agreements governing such transaction so that Purchaser shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Purchaser would have received in respect of Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable.
The Option; Exercise; Adjustments a) Contemporaneously herewith, the Grantee and the Grantor are entering into the Merger Agreement. Subject to the other terms and conditions set forth herein, the Grantor hereby grants to the Grantee an irrevocable option (the "Option") to purchase up to 15,673,160 (as adjusted as provided herein) shares of Common Stock (the shares issuable upon exercise of this Option being referred to as the "Shares") at a per Share cash purchase price (the "Purchase Price") equal to the lesser of (i) $28.3125 and (ii) the product of (A) the closing price of a share of the Grantee's common stock, par value $1.00, per share, on the New York Stock Exchange Composite Tape (the "NYSE Composite Tape") on the trading day (the "Prior Trading Day") immediately prior to the day on which the Grantee delivers a Stock Exercise Notice, multiplied by (B) the Exchange Ratio (as defined in the Merger Agreement) in effect on the Prior 2 Trading Day. The Option may be exercised by the Grantee, in whole or in part, at any time, or from time to time, following the occurrence of a Triggering Event (as defined below) and prior to the termination of the Option in accordance with the terms of this Agreement.
The Option; Exercise; Adjustments. Subject to the terms and conditions set forth herein, the Company hereby grants to Purchaser an irrevocable option (the "Option") to purchase such number of authorized and unissued Common Shares of the Company (the "Shares") which, together with the shares of Common Stock beneficially owned by Purchaser and its controlled affiliates at the time of exercise, would result in Purchaser beneficially owning, immediately after such exercise, 90.1% of the outstanding Common Shares of the Company at a purchase price of $.21 per Share (the "Purchase Price"); provided that in order to exercise the Option Purchaser must own at least 75% of the issued and outstanding Common Shares of the Company prior to the time of exercise of the Option. The Option may be exercised by Purchaser, in whole or in part, at any time or from time to time after the consummation of the Offer (as defined in the Merger Agreement) and prior to the termination of this Agreement. In the event Purchaser wishes to exercise the Option, Purchaser shall deliver a written notice to the Company (the "Stock Exercise Notice") specifying that the closing of such purchase shall take place on the Closing Date (as hereinafter defined).
The Option; Exercise; Adjustments. (a) The Company hereby grants to Acquiror an irrevocable option (the "Option") to purchase from time to time up to 484,991 authorized and unissued shares of common stock, par value $1.00 per share, of the Company (the "Company Common Stock"), upon the terms and subject to the conditions set forth herein (the "Optioned Shares"); provided, however, that in no event shall the number of shares for which this Option is exercisable exceed 19.9% of the then issued and outstanding shares of Company Common Stock. Subject to the conditions set forth in Section 3(a), the Option may be exercised by Acquiror in whole or from time to time in part, at any time after the date hereof and prior to the termination of the Option in accordance with Section 20.
The Option; Exercise; Adjustments. (a) Contemporaneously herewith the Purchaser and the Company are entering into the Contribution Agreement. Subject to the other terms and conditions set forth herein, the Company hereby grants to the Purchaser an irrevocable option (the "Option") to purchase 2,750,238 shares of Common Stock (the "Shares"). The purchase price per Share (the "Purchase Price") shall be $13.50 per Share for each Share purchased prior to the Closing (as defined in the Contribution Agreement) and $15.50 per Share for each Share purchased after the Closing (as provided in Section 19 hereof).
The Option; Exercise; Adjustments. (a) Contemporaneously herewith the Parent and the Company are entering into the Merger Agreement. Subject to the other terms and conditions set forth herein, the Company hereby grants to the Parent an irrevocable option (the "Option") to purchase up to 1,159,410 shares of Common Stock (the "Shares"). The purchase price per Share (the "Purchase Price") shall be $29.00.
The Option; Exercise; Adjustments. (a) The Company hereby grants to Optionee an irrevocable option (the "OPTION") to purchase from time to time up to 7,799,805 authorized and unissued Ordinary Shares, nominal value $.0025 per share, of the Company (the "COMPANY ORDINARY SHARES") (which shall be evidenced by ADRs) upon the terms and subject to the conditions set forth herein (the "OPTIONED SHARES," which represent 19.9% of the issued and outstanding Company Ordinary Shares as of the date hereof).
The Option; Exercise; Adjustments. (a) The Company hereby grants to Optionee an irrevocable option (the "OPTION") to purchase from time to time up to 14,489,951 authorized but unissued shares of common stock, par value $.0005 per share, of the Company (the "COMPANY COMMON STOCK") upon the terms and subject to the conditions set forth herein (the "OPTIONED SHARES," which represent 19.9% of the issued and outstanding shares of Company Common Stock as of the date hereof); provided, however, that in no event shall the number of shares of Company Common Stock for which the Option is exercisable exceed 19.9% of the issued and outstanding shares of Company Common Stock at the time of exercise (excluding any such shares issued or issuable under the Option).
