The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to 13,266,587 fully paid and nonassessable shares of common stock, having a par value of one dollar per share ("Common Stock"), of Issuer at a price per share in cash equal to $65.00 (the "Option Price"); provided, however, that in no event shall the number of shares for which the Option is exercisable exceed 19.9% of the shares of Common Stock issued and out standing at the time of exercise (without giving effect to the shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth herein. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement), the aggregate number of shares of Common Stock purchasable upon exercise of the Option (inclusive of shares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being neces sary) so that, after such issuance, it equals the Maximum Applicable Percentage. Any such increase shall not affect the Option Price.
Appears in 6 contracts
Samples: Merger Agreement (Southern New England Telephone Co), Stock Option Agreement (SBC Communications Inc), Stock Option Agreement (SBC Communications Inc)
The Option. (a) Issuer hereby grants to tp Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to 13,266,587 676,961 fully paid and nonassessable shares of common stock, having a par value of one dollar $0.50 per share ("Common Stock"), of Issuer at a price per share in cash equal to $65.00 17.00 (the "Option Price"); provided, however, that in no event shall the number of shares for which the Option is exercisable exceed 19.9% of the shares of Common Stock issued and out standing outstanding at the time of exercise (without giving effect to the shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth herein.
(b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement and prior to the exercise in full of the Option (other than pursuant to this Agreement), the aggregate number of shares of Common Stock purchasable upon exercise of the Option (inclusive of shares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being neces sarynecessary) so that, after such issuance, it equals the Maximum Applicable Percentage. Any such increase shall not affect the Option Price.
Appears in 2 contracts
Samples: Merger Agreement (Keystone Automotive Industries Inc), Stock Option Agreement (Republic Automotive Parts Inc)
The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereofof this Agreement, up to 13,266,587 8,873,630 fully paid and nonassessable shares of common stock, having a par value of one dollar per share ("Common Stock"), of Issuer Shares at a price per share in cash equal to $65.00 54.00 (the "Option Price"); provided, however, that in no event shall the number of shares for which the Option is exercisable exceed 19.99.9% of the shares of Common Stock Shares issued and out standing outstanding at the time of exercise (without giving effect to the shares of Common Stock Shares issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock Shares purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth hereinin this Agreement.
(b) In the event that any additional shares of Common Stock Shares are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to an event described in Section 7 of this Agreement), the aggregate number of shares of Common Stock Shares purchasable upon exercise of the Option (inclusive of sharesShares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being neces sarynecessary) so that, after such issuance, it equals the Maximum Applicable Percentage. Any such increase shall not affect the Option Price.
Appears in 2 contracts
Samples: Stock Option Agreement (Reliastar Financial Corp), Stock Option Agreement (Ing Groep Nv)
The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereofand conditions of this Agreement, up to 13,266,587 12,203,694 fully paid and nonassessable shares of common stock, having a $1.00 par value of one dollar per share ("Common Stock"), of Issuer at a price per share in cash equal to $65.00 34.06 (the "Option Price"); provided, however, that in no event shall the number of shares for which the Option is exercisable exceed 19.9% of the shares of Common Stock issued and out standing outstanding at the time of exercise (without giving effect to the shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth hereinin this Agreement.
(b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement), the aggregate number of shares of Common Stock purchasable upon exercise of the Option (inclusive of shares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being neces sarynecessary) so that, after such issuance, it equals the Maximum Applicable Percentage. Any such increase shall not affect the Option Price.
Appears in 2 contracts
Samples: Stock Option Agreement (Premark International Inc), Merger Agreement (Premark International Inc)
The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to 13,266,587 4,000,000 fully paid and nonassessable shares of common stock, having a par value of one dollar .01 per share ("Common Stock"), of Issuer at a price per share in cash equal to $65.00 40.00 (the "Option Price"); provided, however, that in no event shall the number of shares for which the Option is exercisable exceed 19.9% of the shares of Common Stock issued and out standing outstanding at the time of exercise (without giving effect to the shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth hereinin this Agreement.
(b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement), the aggregate number of shares of Common Stock purchasable upon exercise of the Option (inclusive of shares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being neces sarynecessary) so that, after such issuance, it equals the Maximum Applicable Percentage. Any such increase shall not affect the Option Price.
Appears in 2 contracts
Samples: Stock Option Agreement (American Disposal Services Inc), Stock Option Agreement (Allied Waste Industries Inc)
The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to Section 9 and the terms other provisions hereof, up to 13,266,587 15,379,007 fully paid and nonassessable shares of common stockCommon Stock, having a without par value of one dollar per share ("Common Stock"), of Issuer at a price per share in cash equal to $65.00 27.850 (such price, the "Initial Price" and the Initial Price, as adjusted as hereinafter provided, the "Option Price"); provided, however, that in no event shall the number of shares for which the Option is exercisable exceed 19.9% of the shares of Common Stock issued and out standing outstanding at the time of exercise (exercise, without giving effect to the shares of Common Stock issued or issuable under the Option) Option (the "Maximum Applicable Percentage"). The number of shares of Common Stock purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth herein.
(b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement), the aggregate number of shares of Common Stock purchasable upon exercise of the Option (inclusive of 2 shares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being neces sarynecessary) so that, after such issuance, it equals the Maximum Applicable Percentage. Any such increase shall not affect the Option Price.
Appears in 1 contract
Samples: Stock Option Agreement (Allegheny Power System Inc)
The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to 13,266,587 18,965,678 fully paid and nonassessable shares of Issuer' common stock, having a par value of one dollar $1.00 per share (the "Common Stock"), of Issuer at a price of $74.625 per share in cash equal to $65.00 (the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares of Common Stock for which the this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock issued and out standing at the time of exercise (without giving effect to the shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage")exercise. The number of shares of Common Stock purchasable that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth hereinforth.
(b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement), the aggregate number of shares of Common Stock purchasable upon exercise of subject to the Option (inclusive of shares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being neces sary) so that, after such issuance, it such number equals 19.9% of the Maximum Applicable Percentagenumber of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Any such increase Nothing contained in this Section 1(b) or elsewhere in this Agreement shall not affect be deemed to authorize Issuer to breach any provision of the Option PriceMerger Agreement.
Appears in 1 contract
The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereofof this Agreement, up to 13,266,587 26,502,964 fully paid and nonassessable shares of common stock, having a $1.00 par value of one dollar per share ("Common Stock"), of Issuer at a price per share in cash equal to $65.00 48.8125 (the "Option Price"); provided, however, that in no event shall the number of shares for which the Option is exercisable exceed 19.9% of the shares of Common Stock issued and out standing outstanding at the time of exercise (without giving effect to the shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock purchasable upon exercise of the Option and the Option Price are subject to adjustment as set forth hereinin this Agreement.
(b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement), the aggregate number of shares of Common Stock purchasable upon exercise of the Option (inclusive of shares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being neces sarynecessary) so that, after such issuance, it equals the Maximum Applicable Percentage. Any such increase shall not affect the Option Price.
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