Common use of Top-Up Option Clause in Contracts

Top-Up Option. (a) Subject to the terms and conditions herein, the Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”) to purchase up to that number of Shares (the “Top-Up Option Shares”) equal to the lowest number of Shares that, when added to the number of Shares collectively owned by Parent, Merger Sub and any of Parent’s other Subsidiaries immediately following consummation of the Offer shall constitute 90% of the Shares then outstanding (on a fully diluted basis, after giving effect to the issuance of the Top-Up Option Shares) at a purchase price per Top-Up Option Share equal to the Cash Consideration. Notwithstanding the foregoing provisions of this Section 1.04(a), the Top-Up Option shall not be exercisable if the aggregate number of Shares issuable upon exercise of the Top-Up Option, plus the aggregate number of then-outstanding Shares, plus the aggregate number of Shares issuable upon exercise of all options and other rights to purchase Shares, plus the aggregate number of shares reserved for issuance pursuant to the Company Stock Plans would exceed the number of authorized Shares. (b) The Top-Up Option may be exercised in whole, but not in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the occurrence of a Top-Up Termination Event.

Top-Up Option. (a) Subject to the terms and conditions herein, the The Company hereby grants to Merger Sub Parent and Purchaser an irrevocable option (the “Top-Up Option”) to purchase purchase, in whole but not in part, up to that number of newly issued Shares (the “Top-Up Option Shares”) equal to the lowest number of Shares that, when added to the number of Shares collectively owned by Parent, Merger Sub Parent and any of Parent’s other Subsidiaries immediately Purchaser following consummation of the Offer (or, if applicable, any subsequent offering period), shall constitute one Share more than 90% of the Shares then outstanding (on a fully diluted basis, after giving effect to the issuance of the Top-Up Option Shares) at a purchase price for consideration per Top-Up Option Share equal to the Cash ConsiderationPer Share Amount. (b) The Top-Up Option shall be exercisable only once and only after the purchase of or acceptance for payment for Shares pursuant to the Offer (or, if applicable, any subsequent offering period) by Parent or Purchaser as a result of which Parent and Purchaser own beneficially at least a majority of the outstanding Shares on a Fully Diluted Basis. Notwithstanding the foregoing provisions of this Section 1.04(a), the The Top-Up Option shall not be exercisable if the aggregate number of Shares issuable upon subject thereto exceeds the number of authorized Shares available for issuance or if any applicable Legal Requirement or Restraint prohibits the exercise of the Top-Up Option, plus Option or delivery of the aggregate number of then-outstanding Shares, plus the aggregate number of Shares issuable upon exercise of all options and other rights to purchase Shares, plus the aggregate number of shares reserved for issuance pursuant to the Company Stock Plans would exceed the number of authorized Shares. (b) The Top-Up Option may be exercised Shares in whole, but not in part, at any one time after the occurrence respect of a Top-Up Exercise Event and prior to the occurrence of a Top-Up Termination Eventsuch exercise.

Top-Up Option. (a) Subject to the terms and conditions herein, the The Company hereby grants to Merger Sub Purchaser an irrevocable option (the “Top-Up Option”) to purchase from the Company up to that number of newly issued Shares (the “Top-Up Option Shares”) equal to the lowest number of Shares that, when added to the number of Shares collectively owned by Parent, Merger Sub and any Purchaser at the time of Parent’s other Subsidiaries immediately following consummation exercise of the Offer shall constitute Top-Up Option, constitutes up to one Share more than the number of Shares entitled to cast 90% of the Fully Diluted Shares but not less than one Share more than 90% of the number of Shares then outstanding (on a fully diluted basis, after giving effect to the issuance of the Top-Up Option Shares) at for a purchase price per Top-Up Option Share equal to the Cash ConsiderationOffer Price. Notwithstanding the foregoing provisions of this Section 1.04(a), In no event shall the Top-Up Option shall not be exercisable if to the aggregate extent the number of Shares issuable upon exercise of the Top-Up OptionOption would exceed the Company’s then authorized and unissued Shares (giving effect to Shares reserved for issuance under the Stock Plans, plus as if such Shares were outstanding). For purposes of this Agreement, “Fully Diluted Shares” means all outstanding securities entitled to vote in the aggregate number election of directors of the Company or on the adoption of this Agreement and approval of the Merger, together with all such securities which the Company would be required or permitted to issue assuming the conversion or exchange of any then-outstanding Shareswarrants, plus the aggregate number of Shares issuable upon exercise of all options and other options, benefit plans or obligations, securities or instruments convertible or exchangeable into, or rights to purchase Sharesexercisable for, plus the aggregate number of shares reserved for issuance pursuant to the Company Stock Plans would exceed the number of authorized Sharessuch securities, whether or not then convertible, exchangeable or exercisable. (b) The Top-Up Option may be exercised in whole, but not in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the occurrence of a Top-Up Termination Event.

Top-Up Option. (a) Subject to the terms and conditions herein, the Company hereby grants to Merger Sub an irrevocable option (the “"Top-Up Option”") to purchase up to that number of Shares (the “"Top-Up Option Shares”") equal to the lowest number of Shares that, when added to the number of Shares collectively owned by Parent, Merger Sub and any of Parent’s 's other Subsidiaries immediately following consummation of the Offer shall constitute 90% of the Shares then outstanding (on a fully diluted basis, after giving effect to the issuance of the Top-Up Option Shares) at a purchase price per Top-Up Option Share equal to the Cash Consideration. Notwithstanding the foregoing provisions of this Section 1.04(a), the Top-Up Option shall not be exercisable if the aggregate number of Shares issuable upon exercise of the Top-Up Option, plus the aggregate number of then-outstanding Shares, plus the aggregate number of Shares issuable upon exercise of all options and other rights to purchase Shares, plus the aggregate number of shares reserved for issuance pursuant to the Company Stock Plans would exceed the number of authorized Shares. (b) The Top-Up Option may be exercised in whole, but not in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the occurrence of a Top-Up Termination Event.

Top-Up Option. (a) Subject to the terms and conditions herein, the Company hereby grants to Merger Sub Parent an irrevocable option (the “Top-Up Option”) to purchase up to that number of Shares shares of the Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of Shares shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock collectively owned by Parent, Merger Sub and any of Parent’s other Subsidiaries their respective affiliates immediately following consummation of the Offer shall constitute 90% of the Shares shares of Company Common Stock then outstanding (on a fully diluted basis, after giving effect to the issuance of the Top-Up Option Shares) at a purchase price per Top-Up Option Share equal to the Cash ConsiderationOffer Price. Notwithstanding the foregoing provisions of this Section 1.04(a), the Top-Up Option shall not be exercisable if the aggregate number of Shares shares issuable upon exercise of the Top-Up Option, plus the aggregate number of then-outstanding Sharesshares of Company Common Stock, plus the aggregate number of Shares shares of Company Common Stock issuable upon exercise of all options and other rights to purchase SharesCompany Common Stock, plus the aggregate number of shares reserved for issuance pursuant to the Company Stock Plans (as defined in Section 7.04) would exceed the number of authorized Sharesshares of Company Common Stock. (b) The Top-Up Option may be exercised in whole, but not in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the occurrence of a Top-Up Termination Event.

Top-Up Option. (a) Subject to the terms and conditions herein, the Company hereby grants to Merger Sub Parent an irrevocable irrevocable, assignable option (the “Top-Up Option”) to purchase up to that number of Shares shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of Shares shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock collectively owned by Parent, NAH and Merger Sub and any of Parent’s other Subsidiaries their respective affiliates immediately following consummation of the Offer Offer, shall constitute at least 90% of the Fully-Diluted Shares then outstanding (on a fully diluted basis, after giving effect to assuming the issuance of the Top-Up Option Shares) ), at a purchase price per Top-Up Option Share equal to the Cash Consideration. Notwithstanding , payable in Parent Common Shares, cash or a demand note at the foregoing provisions sole discretion of this Section 1.04(a)Parent. (b) Parent may, the Top-Up Option shall not be exercisable if the aggregate number of Shares issuable upon at its election, exercise of the Top-Up Option, plus the aggregate number of then-outstanding Shares, plus the aggregate number of Shares issuable upon exercise of all options and other rights to purchase Shares, plus the aggregate number of shares reserved for issuance pursuant to the Company Stock Plans would exceed the number of authorized Shares. (b) The Top-Up Option may be exercised whether in whole, but not whole or in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the occurrence of a Top-Up Termination Date. For the purposes hereof, a “Top-Up Exercise Event.” shall occur upon Parent’s acceptance for payment pursuant to the Offer (including, without limitation, any subsequent offering that Parent may elect to extend pursuant to the terms and conditions of this Agreement) of shares of Company Common Stock constituting, together with shares of Company Common Stock owned directly or indirectly by any other affiliates of Parent, less

Top-Up Option. (a) Subject to Section 1.3(b) and Section 1.3(c) hereto and applicable rules and regulations promulgated by the terms and conditions hereinSEC and/or NASDAQ, the Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”) ), for so long as this Agreement has not been terminated pursuant to the provisions hereof, to purchase up to from the Company that number of Shares (shares of the “Top-Up Option Shares”) Company Common Stock equal to the lowest number of Shares shares of the Company Common Stock that, when added to the number of Shares collectively shares of the Company Common Stock owned by Parent, Merger Sub and or any other subsidiary of Parent’s other Subsidiaries immediately following consummation Parent at the time of exercise of the Offer shall constitute Top-Up Option, constitutes at least one share of the Company Common Stock more than 90% of the Shares then shares of the Company Common Stock that would be outstanding (on a fully diluted basis, immediately after giving effect to the issuance of all shares of the Company Common Stock to be issued upon exercise of the Top-Up Option (such shares of the Company Common Stock to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) at a purchase price per The Top-Up Option Share equal shall be exercised by Merger Sub during the two-Business Day period following the time at which shares of the Company Common Stock are first accepted pursuant to the Cash Consideration. Notwithstanding Offer, or if any subsequent offering period is provided, during the foregoing provisions two-Business Day period following the expiration date of such subsequent offering period; provided that, notwithstanding anything in this Section 1.04(a)Agreement to the contrary, the Top-Up Option shall not be exercisable if (i) to the aggregate extent that the number of Shares shares of the Company Common Stock issuable upon exercise of the Top-Up Option, plus the aggregate number of then-outstanding Shares, plus the aggregate number of Shares issuable upon exercise of all options and other rights to purchase Shares, plus the aggregate number of shares reserved for issuance pursuant to the Company Stock Plans Option would exceed the number of authorized Shares. but unissued shares of the Company Common Stock that are not reserved or otherwise committed to be issued, (bii) The if any Law or Judgment then in effect shall prohibit the exercise of the Top-Up Option may be exercised in whole, but not in part, at any one time after or the occurrence delivery of a the Top-Up Exercise Event Shares, and prior to (iii) unless Parent or Merger Sub has accepted for payment all shares of the occurrence of a Top-Up Termination Event.Company Common Stock validly tendered in the Offer and