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 from the Company up to that number of newly issued shares of Common Stock (the “Top-Up Option Shares”) equal to the aggregate number of shares of Common Stock that the Company is authorized to issue under its certificate of incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued or reserved for issuance) at the time of exercise of the Top-Up Option, in each case, for consideration per Top-Up Option 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 from the Company up to that number of newly issued shares of Common Stock (the “Top-Up Option Shares”) equal to the aggregate lowest number of shares of Common Stock that that, when added to the Company is authorized to issue under its certificate number of incorporation but that are not issued shares of Common Stock held by Parent and outstanding (and are not subscribed for or otherwise committed to be issued or reserved for issuance) Merger Sub at the time of exercise such exercise, shall constitute one share more than 90% of the total shares of Common Stock then outstanding (determined on a fully diluted basis and assuming the issuance of the Top-Up OptionShares), in each case, for consideration at a price per Top-Up Option Common 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 from the Company up to that number of newly issued shares of Company Common Stock (the “Top-Up Option Shares”) equal to the aggregate lowest number of shares of Company Common Stock that that, when added to the number of shares of Company is authorized to issue under its certificate of incorporation but that are not issued Common Stock held by Parent and outstanding (and are not subscribed for or otherwise committed to be issued or reserved for issuance) Merger Sub at the time of exercise such exercise, shall constitute one share more than 90% of the total shares of Company Common Stock then outstanding (determined on a fully diluted basis and assuming the issuance of the Top-Up OptionShares), in each case, for consideration at a price per Top-Up Option Share share equal to the Offer Price.