Common use of Top-Up Option Clause in Contracts

Top-Up Option. Section 2.12.1 The Company hereby irrevocably grants to the Purchaser an irrevocable option (the “Top-Up Option”), such Top-Up Option to be exercisable only on or after the Expiration Date, 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 the Purchaser at the time of such exercise, shall constitute one share more than 90% of the Shares then outstanding (assuming the issuance of the Top-Up Option Shares and the exercise of all outstanding exercisable options to purchase Shares with an exercise price less than the Offer Price) at a price per share payable in cash equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise the Purchaser would own more than 90% of the Shares then outstanding, but if immediately after such exercise the Purchaser would own more than 90% of the Shares then outstanding, then the Purchaser shall exercise the Top-Up Option. Section 2.12.2 The Purchaser shall exercise the Top-Up Option, in whole but not in part, at any one time after the occurrence of a Top-Up Exercise Event (as defined below) and prior to the Effective Time. Section 2.12.3 For purposes of this Agreement, a “Top-Up Exercise Event” shall occur only upon the Purchaser’s acceptance for payment pursuant to the Offer of Shares constituting at least 88.1% of the Shares then outstanding (and there being no required approval or consent of any other person with respect to the exercise of the Top-Up Option).

Top-Up Option. Section 2.12.1 The Company hereby irrevocably grants to the Purchaser an irrevocable option (the “"Top-Up Option”"), such Top-Up Option to be exercisable only on or after the Expiration Date, 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 the Purchaser at the time of such exercise, shall constitute one share more than 90% of the Shares then outstanding (assuming the issuance of the Top-Up Option Shares and the exercise of all outstanding exercisable options to purchase Shares with an exercise price less than the Offer Price) at a price per share payable in cash equal to the Offer Price; provided, however, that the Top-Up Option shall not be exercisable unless immediately after such exercise the Purchaser would own more than 90% of the Shares then outstanding, but if immediately after such exercise the Purchaser would own more than 90% of the Shares then outstanding, then the Purchaser shall exercise the Top-Up Option. Section 2.12.2 The Purchaser shall may exercise the Top-Up Option, in whole but not in part, at any one time after the occurrence of for a Top-Up Exercise Event (as defined below) and prior to the Effective Time. Section 2.12.3 For purposes of this Agreement, a “"Top-Up Exercise Event” " shall occur only upon the Purchaser’s 's acceptance for payment pursuant to the Offer of Shares or acquisition of Shares pursuant to the Support Agreements constituting at least 88.185% of the Shares then outstanding (and there being no required approval or consent of any other person with respect to the exercise of the Top-Up Option)outstanding.