Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser an irrevocable option (the “Top-Up Option”) to purchase up to a number of newly-issued shares of common stock of the Company (the “Top-Up Option Shares”) equal to the lowest number of shares that when added to the number of Shares collectively owned by Parent and Purchaser at the time of such exercise shall constitute one share more than ninety percent (90%) of the Shares (inclusive of such Top-Up Option Shares) at a purchase price per Top-Up Option Share (the “Top-Up Option Purchase Price”) equal to the Offer Consideration or such higher price per share, if applicable, paid upon the Acceptance Date; provided, however, that in no event shall the number of Top-Up Option Shares exceed (i) a number that would require the Company to obtain approval of its stockholders under applicable Law, or under the regulations of any stock exchange applicable to the Company, in connection with such issuance, or (ii) the Company’s then authorized and unissued shares of common stock. Purchaser may exercise the Top-Up Option at any time after the Acceptance Date. Purchaser shall exercise the Top-Up Option by sending the Company a written notice (an “Exercise Notice,” and the date on which such Notice is given, the “Notice Date”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which Purchaser wishes to receive and the place for the closing of the purchase and sale pursuant to the Top-Up Option (the “Top-Up Option Closing”) and a date not earlier than one (1) Business Day nor later than five (5) Business Days after the Notice Date for the Top-Up Option Closing; provided, however, that (i) if the Top-Up Option Closing cannot be consummated by reason of any applicable Laws, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated, and (ii) without limiting the foregoing, if prior notification to or approval of any Governmental Authority is required in connection with such purchase, Purchaser and the Company shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (B) any required a...
Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser an irrevocable option (the "OPTION") to purchase up to that number of newly issued shares of Company Common Stock (the "OPTION SHARES") equal to the number of shares of Company Common Stock that, when added to the number shares of Company Common Stock owned by Parent, Purchaser and its Affiliates immediately following consummation of the Offer, shall constitute one share more than 90% of the shares of Common Company Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Option Shares) for a consideration per Option Share equal to the Offer Price.
Option to Acquire Additional Shares. (a) Launch hereby grants to Yahoo! and Purchaser an irrevocable option (the "Purchaser Option") to purchase up to that number of newly issued shares of Launch Common Stock (the "Purchaser Option Shares") equal to the number of shares of Launch Common Stock that, when added to the number of shares of Launch Common Stock owned by Yahoo!, Purchaser and the other direct and indirect wholly owned subsidiaries of Yahoo! immediately following the consummation of the Offer, shall constitute one share more than ninety percent (90%) of the shares of Launch Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Price.
Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "Purchaser Option") to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser Option Shares") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Price.
Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Merger Sub an irrevocable option (such options together the “Additional Share Option”), to purchase from the Company up to that number of newly issued and treasury shares of Company Common Stock (the “Additional Shares”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and Merger Sub immediately following the consummation of the Offer shall constitute one share more than 90% (after giving effect to the issuance of the Additional Shares) of the Fully Diluted Shares (such threshold, the “Short-Form Threshold”) for a consideration per Additional Share equal to the Offer Price (such consideration, in the aggregate, the “Additional Share Option Consideration”). For the avoidance of doubt, the Additional Share Option shall terminate immediately upon termination of this Agreement.
Option to Acquire Additional Shares. 2.1 Option to Purchase Additional Shares 2.2 Option Price
Option to Acquire Additional Shares. The Company hereby grants to Parent and Sub an irrevocable option (the “Option”) to purchase up to that number of newly issued shares of the Company Common Stock (the “Option Shares”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Sub, and the affiliates of Parent or Sub immediately following consummation of the Tender Offer, shall constitute ninety and one-half percent (90.5%) of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Option Shares) for a consideration per Option Share equal to the Offer Price. In the event Parent and/or Sub wish to exercise the Option, Parent shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or shall be owned by Parent, Sub, and the affiliates of Parent and Sub immediately following consummation of the Tender Offer and specifying a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Parent specifying the number of Option Shares. At the closing of the purchase of the Option Shares, the portion of the purchase price owing upon exercise of the Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier’s check or pursuant to a promissory note in substantially the form attached as Exhibit A hereto.
Option to Acquire Additional Shares. Buyer shall have the option to acquire any or all of the remaining shares of common stock of ATEC which are subject to options or warrants which Rametra now holds, or an aggregate of 842,140 (provided such number shall be reduced to 342,140 on the event shareholder approval is not received with respect to 500,000 options approved by the ATEC Broad in September 2000) shares of ATEC common stock (the "Additional ATEC Shares") in addition to the ATEC Shares. To exercise such option, in whole or in part, Buyer shall give written notice to Rametra to such effect not later than January 31, 2001, and the acquisition of the Additional ATEC Shares shall take place on the tenth business day following the date of delivery of such notice, or on such other date as the Parties may agree. Sellers shall exercise the options to acquire the Additional ATEC Shares (or the specified number of such shares) and pay the option exercise price in full on or prior to the date of acquisition by Buyer. Buyer shall acquire the Additional ATEC Shares at a value of $7.00 per share, payable in shares of Buyer (the "Additional ADS Shares"), the number of which shall be calculated as the per share value thereof using the Signing Date Average Price referred to above, without regard to any changes in the market price of the Buyer's common stock subsequent to the Closing.
Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option, subject to the terms and conditions below, and to termination of this Agreement (the "PURCHASER OPTION") to purchase up to that number of newly issued shares of the Company's Common Stock (the "PURCHASER OPTION SHARES") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and the other affiliates and direct and indirect wholly owned subsidiaries of Parent immediately following the consummation of the Offer, shall constitute one share more than ninety percent (90%) of the shares of Company Common Stock then outstanding on a Fully Diluted Basis for a consideration per Purchaser Option Share equal to the Offer Price.
Option to Acquire Additional Shares. 46 6.10 Termination of 401(k) Plan.....................................................................46
