Top-Up Option. (a) Subject to the requirements of Section 1.4(b), the Company hereby grants to Parent and the Purchaser an irrevocable option (the “Top-Up Option”) to purchase from the Company that number (but not less than that number) of shares of Company common stock (the “Top-Up Option Shares”) equal to the number of shares of Company common stock that, when added to the Shares owned by Parent and Purchaser immediately following consummation of the Offer, shall constitute one share more than 90% of the Shares outstanding (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price.
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Samples: Agreement and Plan of Merger (Lifecell Corp), Agreement and Plan of Merger (Kinetic Concepts Inc /Tx/)
Top-Up Option. (a) Subject to the requirements of Section 1.4(b)terms and conditions herein, the Company hereby grants to Parent and the Purchaser an irrevocable irrevocable, assignable option (the “Top-Up Option”) to purchase from the Company up to that number (but not less than that number) of shares of Company common stock Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company common stock Common Stock that, when added to the Shares number of shares of Company Common Stock collectively owned by Parent Parent, Acquisition and Purchaser any of their respective affiliates immediately following consummation of the Offer, shall constitute one share more than at least ninety percent (90% %) of the Fully Diluted Shares outstanding (after giving effect to assuming the issuance of the Top-Up Option Shares) for consideration ), at a purchase price per Top-Up Option Share equal to the Offer PriceConsideration, payable in shares of Parent Common Stock, cash or a demand note in an amount equal to the value of the Offer Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Fastclick Inc), Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca)
Top-Up Option. (a) Subject to the requirements of Section 1.4(b)terms and conditions herein, the Company hereby grants to Parent and the Purchaser an irrevocable option (the “TopTOP-Up Option”UP OPTION) to purchase from up to that number of shares of the Company that Common Stock (the TOP-UP OPTION SHARES) equal to the lowest number (but not less than that number) of shares of Company common stock (the “Top-Up Option Shares”) equal Common Stock that, when added to the number of shares of Company common stock that, when added to the Shares Common Stock collectively owned by Parent Parent, Sub and Purchaser any of their respective affiliates immediately following consummation of the Offer, Offer shall constitute one share more than 90% of the Shares shares of Company Common Stock then outstanding (after giving effect to the issuance of the Top-Up Option Shares) for consideration at a purchase price per Top-Up Option Share equal to the Offer Price.Up
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sapphire Expansion CORP), Agreement and Plan of Merger (Retek Inc)
Top-Up Option. (a) Subject to the requirements of Section 1.4(b)terms and conditions herein, the Company hereby grants to Parent and the Purchaser an irrevocable option (the “Top-Up Option”) to purchase from the Company up to that number (but not less than that number) of shares of Company common stock Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company common stock Common Stock that, when added to the Shares number of shares of Company Common Stock collectively owned by Parent Parent, Acquisition and Purchaser any of their respective affiliates immediately following consummation of the Offer, shall constitute one share more than at least 90% of the Fully Diluted Shares outstanding (after giving effect to assuming the issuance of the Top-Up Option Shares) for consideration ), at a purchase price per Top-Up Option Share equal to the Offer PriceConsideration, payable in shares of Parent Common Stock, cash or a demand note in an amount equal to the value of the Offer Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (K2 Inc)
Top-Up Option. (a) Subject to the requirements of Section 1.4(b), the The Company hereby grants to Parent and the Purchaser an irrevocable option (the “Top-Up Option”) to purchase from the Company up to that number (but not less than that number) of newly issued shares of common stock, par value $0.01 per share (“Common Stock”), of the Company common stock (the “Top-Up Option Shares”) equal to the number of shares of Company common stock Common Stock that, when added to the Shares owned by Parent and Purchaser immediately following consummation of the Offer, shall constitute one share more than 90% of the Shares outstanding on a fully diluted basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price.
Appears in 1 contract
Top-Up Option. (a) Subject to the requirements of Section 1.4(b), the The Company hereby grants to Parent and the Purchaser Merger Sub an irrevocable option (the “Top-Up Option”) to purchase from the Company up to that number (but not less than that number) of newly issued shares of Company common stock Common Stock (the “Top-Up Option Shares”) equal to the number of shares of Company common stock Common Stock that, when added to the Shares shares of Company Common Stock owned by Parent and Purchaser Merger Sub immediately following consummation of the Pending Offer, shall constitute one share more than 90% of the Shares shares of Company Common Stock outstanding on a fully diluted basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price).
Appears in 1 contract
Samples: Form of Agreement and Plan of Merger (Martin Marietta Materials Inc)
Top-Up Option. (a) Subject to the requirements of Section 1.4(b)terms and conditions herein, the Company hereby grants to Parent and the Purchaser an irrevocable option (the “Top"TOP-Up Option”UP OPTION") to purchase from the Company up to that number (but not less than that number) of shares of Company common stock Common Stock (the “Top"TOP-Up Option Shares”UP OPTION SHARES") equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company common stock that, when added to the Shares Common Stock collectively owned by Parent Parent, Acquisition and Purchaser any of their respective affiliates immediately following consummation of the Offer, shall constitute one share more than at least 90% of the Fully Diluted Shares outstanding (after giving effect to assuming the issuance of the Top-Up Option Shares) for consideration ), at a purchase price per Top-Up Option Share equal to the Offer PriceConsideration, payable in shares of Parent Common Stock, cash or a demand note in an amount equal to the value of the Offer Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Brass Eagle Inc)
Top-Up Option. (a) Subject to the requirements of Section 1.4(b)terms and conditions herein, the Company hereby grants to Parent and the Purchaser an irrevocable irrevocable, assignable option (the “Top-Up Option”) to purchase from the Company up to that number (but not less than that number) of shares of Company common stock Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company common stock Common Stock that, when added to the Shares number of shares of Company Common Stock collectively owned by Parent Parent, NAH and Purchaser Merger Sub and any of their respective affiliates immediately following consummation of the Offer, shall constitute one share more than at least 90% of the Fully-Diluted Shares outstanding (after giving effect to assuming the issuance of the Top-Up Option Shares) for consideration ), at a purchase price per Top-Up Option Share equal to the Offer PriceConsideration, payable in Parent Common Shares, cash or a demand note at the sole discretion of Parent.
Appears in 1 contract
