Common use of The Top-Up Option Clause in Contracts

The Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”) to purchase that number of Shares (the “Top-Up Shares”) equal to the lowest number of Shares that, when added to the number of Shares owned by Parent, Merger Sub or their Affiliates at the time of such exercise, shall constitute one share more than ninety percent (90%) of the total Shares then outstanding on a fully-diluted basis (assuming the issuance of the Top-Up Shares), at a price per share equal to the Offer Price.

The Top-Up Option. (a) The Company hereby irrevocably grants to Merger Sub an irrevocable option (the “Top-Up Option”) ), exercisable only upon the terms and conditions set forth in this Section 1.5, to purchase purchase, following the Acceptance Time, that number of Shares (the “Top-Up Shares”) equal to the lowest number of Shares that, when added to the number of Shares owned held by Parent, Parent and Merger Sub or their Affiliates at the time of such exercise, shall would constitute one share more than ninety percent (90%) of the total Shares then outstanding (determined on a fully-fully diluted basis (assuming and including the issuance of the Top-Up Shares), at a price per share Share equal to the Offer Price.

The Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”) to purchase that number of Shares shares of Common Stock (the “Top-Up Option Shares”) equal to the lowest number of Shares shares of Common Stock that, when added to the number of Shares shares of Common Stock owned by Parent, Parent and Merger Sub or their Affiliates at the time of such exercise, shall constitute one share more than ninety percent (90%) of the total Shares then outstanding shares of Common Stock (determined on a fully-fully diluted basis (and assuming the issuance of the Top-Up Option Shares), at a price per share equal to the Offer Price.

The Top-Up Option. (a) The Company hereby grants to Merger Sub Purchaser an irrevocable option (the “Top-Up Option”) to purchase that number of Shares (the “Top-Up Option Shares”) equal to the lowest number of Shares that, when added to the number of Shares owned by Parent, Merger Sub or Purchaser and their Affiliates respective affiliates at the time of such exercise, shall constitute one share Share more than ninety percent (90%) the number of Shares necessary for Purchaser to be merged with and into the Company pursuant to Section 253 of the total Shares then outstanding on a fully-diluted basis (assuming the issuance of the Top-Up Shares), DGCL at a price per share Share equal to the Offer PricePrice (a “Short Form Merger”).

The Top-Up Option. (a) The Company hereby irrevocably grants to Merger Sub an irrevocable option (the “Top-Up Option”) ), exercisable only upon the terms and conditions set forth in this Section 1.5, to purchase purchase, following the Acceptance Time, that number of Shares (the “Top-Up Shares”) equal to the lowest number of Shares that, when added to the number of Shares owned by Parent, Parent and Merger Sub or their Affiliates at the time of such exercise, shall would constitute one share more than ninety percent (90%) of the total Shares then outstanding (determined on a fully-fully diluted basis (assuming and including the issuance of the Top-Up Shares), at a price per share Share equal to the Offer Price.

The Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”) to purchase that number of Shares (the “Top-Up Shares”) equal to the lowest number of Shares that, when added to the number of Shares owned by Parent, Merger Sub or their Affiliates at the time of such exercise, shall constitute one share more than ninety percent (90%) of the total Shares then outstanding on a fully-diluted basis (assuming the issuance of the Top-Up Shares), at a price per share equal to the Offer Price.

The Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”) to purchase that number of Shares shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of Shares shares of Company Common Stock that, when added to the number of Shares owned shares of Company Common Stock held by Parent, Parent and Merger Sub or their Affiliates at the time of such exercise, shall constitute one share more than ninety percent (90%) % of the total Shares shares of Company Common Stock then outstanding (determined on a fully-fully diluted basis (and assuming the issuance of the Top-Up Shares), at a price per share equal to the Offer Price.

The Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”) to purchase that number of Company Shares (the “Top-Up Shares”) equal to the lowest number of Company Shares that, when added to the number of Company Shares owned by Parent, Merger Sub or their Affiliates Parent and its Subsidiaries taken as a whole at the time of such exerciseexercise (after giving effect to the Offer Closing), shall constitute one (1) share more than ninety percent (90%) of the total Fully Diluted Company Shares then outstanding on a fully-diluted basis at such date (assuming the issuance of the Top-Up SharesShares (the “Top-Up Amount”)), at a price per share Company Share equal to the Offer Price.

The Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”) to purchase that number of Shares (the “Top-Up Option Shares”) equal to the lowest number of Shares that, when added to the number of Shares owned by Parent, Parent and Merger Sub or their Affiliates at the time of such exercise, shall constitute one share Share more than ninety percent (90%) the number of Shares necessary for Merger Sub to be merged into the Company pursuant to Section 253 of the total Shares then outstanding on a fully-diluted basis Delaware General Corporation Law (assuming the issuance of the Top-Up Shares“DGCL”), at a price per share Share equal to the Offer Price.

The Top-Up Option. (a) The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”) to purchase that number of Common Shares (the “Top-Up Shares”) equal to the lowest number of Common Shares that, when added to the number of Common Shares owned held by Parent, Parent and Merger Sub or their Affiliates at the time of such exercise, together with the number of Support Agreement Shares (if any) held in a voting trust in accordance with a Support Agreement, shall constitute one share more than ninety percent (90%) % of the total Common Shares then outstanding (determined on a fully-fully diluted basis (and assuming the issuance of the Top-Up Shares), at a price per share Common Share equal to the Offer Price.