Common use of Grant of Purchase Option Clause in Contracts

Grant of Purchase Option. The Stockholder hereby grants to Purchaser and Merger Sub an irrevocable option (the "Purchase Option") to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Stockholder) beneficially owned by the Stockholder at a price per share (the "Exercise Price") equal to the Merger Consideration. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Merger Consideration will be appropriately adjusted for the purpose of this Section 9. The Merger Consideration as it relates to the Options, Warrants and Rights shall be an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Option, Warrant or Right, without interest, in full settlement of the Company's (and the Surviving Corporation's) obligations under each such Option, Warrant or Right. To the extent that the per share exercise price of any Option, Warrant or Right exceeds the Merger Consideration, such Option, Warrant or Right shall be canceled and the Stockholder shall not receive or be entitled to receive any consideration from Purchaser, Merger Sub or the Company relating thereto. The amount payable pursuant to this Section 9 shall be subject to all applicable withholding taxes.

Appears in 2 contracts

Samples: Tender and Option Agreement (Marcam Solutions Inc), Tender and Option Agreement (M Acquisition Corp)

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Grant of Purchase Option. The Stockholder hereby grants to ------------------------ Purchaser and Merger Sub an irrevocable option (the "Purchase Option") to --------------- purchase for cashcash at a price (the "Exercise Price") set forth below, in a manner -------------- set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Stockholder) beneficially owned by the Stockholder at a price per share (the "Stockholder. The Exercise Price") Price for shares of Company Common Stock shall be equal to the Merger Consideration. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Merger Consideration will be appropriately adjusted for the purpose of this Section 9. The Merger Consideration Exercise Price as it relates to the Options, Options and Warrants and Rights shall be an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Option, Warrant Option or RightWarrant, without interest, in full settlement of the Company's (and the Surviving Corporation's) obligations under each such Option, Warrant or Right. To the extent that the per share exercise or conversion price of any Option, Option or Warrant or Right exceeds the Merger Consideration, such Option, Option or Warrant or Right shall be canceled and the Stockholder shall not receive or be entitled to receive any consideration from Purchaser, Merger Sub or the Company relating thereto. The Rights associated with any shares of Company Common Stock transferred pursuant to this Agreement will be transferred with such shares of Company Common Stock without payment of any additional consideration therefor. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Exercise Price will be appropriately adjusted for the purpose of this Section 9. The amount payable pursuant to this Section 9 shall be subject to all applicable withholding taxes.

Appears in 1 contract

Samples: Tender and Option Agreement (Recovery Engineering Inc)

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Grant of Purchase Option. The Stockholder hereby grants to Purchaser and Merger Sub an irrevocable option (the "Purchase OptionPURCHASE OPTION") to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Stockholder) beneficially owned by the Stockholder at a price per share (the "Exercise PriceEXERCISE PRICE") equal to the Merger Consideration. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Merger Consideration will be appropriately adjusted for the purpose of this Section 9. The Merger Consideration as it relates to the Options, Warrants and Rights shall be an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Option, Warrant or Right, without interest, in full settlement of the Company's (and the Surviving Corporation's) obligations under each such Option, Warrant or Right. To the extent that the per share exercise price of any Option, Warrant or Right exceeds the Merger Consideration, such Option, Warrant or Right shall be canceled and the Stockholder shall not receive or be entitled to receive any consideration from Purchaser, Merger Sub or the Company relating thereto. The amount payable pursuant to this Section 9 shall be subject to all applicable withholding taxes.

Appears in 1 contract

Samples: Tender and Option Agreement (Marcam Solutions Inc)

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