Common use of The Top-Up Option Clause in Contracts

The Top-Up Option. The Company hereby grants to Purchaser an irrevocable option (the "TOP-UP OPTION") to purchase, subject to the terms hereof, that number of shares of common stock, $0.01 par value per share ("COMMON STOCK"), of the Company (the "TOP-UP OPTION SHARES") equal to the lowest number of shares of Common Stock that, when added to the number of shares of Common Stock owned by Purchaser at the time of such exercise, shall constitute one share more than 90% of the shares of Common Stock then outstanding (assuming the issuance of the Top-Up Option Shares) at a price per share equal to $5.25 (the "OPTION PRICE"); PROVIDED, HOWEVER, that the Top-Up Option shall not be exercisable unless immediately after such exercise Purchaser would own more than 90% of the shares of Common Stock then outstanding.

The Top-Up Option. The Company hereby grants to Purchaser Merger Sub an irrevocable option (the "TOP-UP OPTION") to purchase, subject to the terms hereof, that number of shares of common stock, par value $0.01 par value per share ("COMMON STOCK"), of the Company (the "TOP-UP OPTION SHARES") equal to the lowest number of shares of Common Stock that, when added to the number of shares of Common Stock owned by Purchaser Merger Sub at the time of such exercise, shall constitute one share more than 90% of the shares of Common Stock then outstanding (assuming the issuance of the Top-Up Option Shares) at a price per share equal to $5.25 10.00 in cash (the "OPTION PRICE"); PROVIDEDprovided, HOWEVERhowever, that the Top-Up Option shall not be exercisable unless immediately after such exercise Purchaser Merger Sub would own more than 90% of the shares of Common Stock then outstanding.