Common use of Option to Acquire Additional Shares Clause in Contracts

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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, promptly after receipt of the Exercise Notice, deliver a written notice to Purchaser confirming the number of Top-Up Option Shares and the Top-Up Option Purchase Price therefor.

Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser an irrevocable option (the “Top-Up Purchaser Option”) to purchase up to a that number of newly-newly issued shares of common stock of the Company Shares (the “Top-Up Purchaser Option Shares”) equal to the lowest number of shares that Shares that, when added to the number of Shares collectively owned by Parent and Purchaser at its Subsidiaries immediately following consummation of the time of such exercise Offer, shall constitute one share Share more than ninety percent (90%) of the Shares then outstanding (inclusive after giving effect to the issuance of such Top-Up the Purchaser Option Shares) at for a cash purchase price per Top-Up Purchaser 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 DatePrice; provided, however, that in no event shall (i) the number of Top-Up Purchaser Option Shares shall not exceed that number which is equal to nineteen and nine-tenths percent (i19.9%) a number that would require of the Company to obtain approval Shares outstanding on the date of its stockholders under applicable Law, or under the regulations of any stock exchange applicable to the Company, in connection with such issuance, or this Agreement and (ii) the Company’s Purchaser Option may not be exercised unless, following the Appointment Time or after a subsequent offer period, more than eighty percent (80%) of the then authorized outstanding Shares have been validly tendered and unissued shares not withdrawn pursuant to the Offer. The obligation of common stockthe Company to deliver the Purchaser Option Shares upon the exercise of the Purchaser Option is subject to the condition that no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Purchase Option or the delivery of the Purchaser Option Shares in respect of such exercise. The Purchaser Option may exercise the Top-Up Option be exercised by Purchaser at any time after during 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 Appointment Time or subsequent offer period at which the criteria for exercise of the Purchaser Option are satisfied. If Purchaser wishes to exercise the Purchaser Option, Purchaser shall give the Company written notice within such five (5) Business Day period specifying the number of Shares that Purchaser wishes to purchase pursuant to the Purchaser Option and a place and a time (which shall be at least two (2), but not more than five (5), Business Days after the date of delivery of such written notice) for the Top-Up Option Closing; providedclosing of such purchase. At such closing, however, that (i) if the Top-Up purchase price in respect of such exercise of the Purchaser Option Closing cannot (which shall equal the product of (A) the number of Purchaser Option Shares and (B) the Offer Price) shall be consummated paid to the Company in immediately available funds by reason of any applicable Laws, wire transfer to an account designated by 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 terminatedCompany, 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 deliver to Purchaser a certificate or certificates representing the required notice or application for approval and shall cooperate in the expeditious filing number 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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminatedShares so purchased. The Company shallagrees that it shall reserve (and maintain free from preemptive rights) sufficient authorized but unissued Shares (none of which shall be treasury shares) so that the Purchaser Option may be exercised without additional authorization of Shares (after giving effect to all other Company Stock Options, promptly after receipt of the Exercise NoticeCompany Warrants, deliver a written notice convertible securities and other rights to Purchaser confirming the number of Top-Up Option Shares and the Top-Up Option Purchase Price thereforpurchase Shares).

Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser Merger Sub an irrevocable option (the “"Top-Up Option”) "), exercisable in accordance with this Section 1.4, to purchase up to a the number of newly-issued shares of common stock of the Company Shares (the “"Top-Up Option Shares”") equal to the lowest number of shares that of Company Common Stock that, when added to the number of Shares collectively shares of Company Common Stock owned by Parent and Purchaser at Merger Sub immediately prior to the time exercise of such exercise the Top-Up Option, shall constitute one share more than ninety percent (90%) % of the number of Shares then outstanding (inclusive after giving effect to the issuance of such the Top-Up Option Shares) at for a purchase price per Top-Up Option Share (equal to the “Offer Price. The Top-Up Option Purchase Price”) equal to the Offer Consideration or such higher price per share, if applicable, paid upon the Acceptance Datemay be exercised by Merger Sub in whole but not in part; provided, however, that in Merger Sub agrees that it will exercise the Top-Up Option if doing so would allow it to consummate the Merger pursuant to Section 253 of the DGCL. In no event shall the Top-Up Option be exercisable for a number of Shares in excess of the Company's then authorized and unissued Shares (including as authorized and unissued shares of Common Stock, for purposes of this Section 1.4, any Shares held in the treasury of the Company and any Shares reserved for issuance, other than any Shares reserved for issuance upon conversion of the Notes, upon the exercise of any outstanding Option or delivery of any restricted stock unit or with respect to any other outstanding security convertible into or exercisable or exchangeable for Shares). The Top-Up Option may be exercised by Merger Sub at any time at or after the Acceptance Time and the expiration of any subsequent offering period and on or prior to the fifth (5th) Business Day after the later of (i) the expiration date of the Offer or (ii) the expiration of any Subsequent Offering Period; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions, unless waived by the Company, that (A) no provision of any applicable Law, and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court of competent jurisdiction or other Governmental Authority of competent jurisdiction, shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (B) upon exercise of the Top-Up Option, the number of Shares owned by Parent or Merger Sub or any wholly owned Subsidiary of Parent or Merger Sub constitutes one share more than 90% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares, and (C) upon exercise of the Top-Up Option, Purchaser covenants to cause the Closing to occur within two (2) Business Days after the issuance of the Top-Up Option Shares; and, provided, further, that the Top-Up Option shall terminate concurrently with the termination of this Agreement. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished in a manner consistent with all applicable Law, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. If Merger Sub wishes to so exercise the Top-Up Option, Merger Sub shall give the Company written notice thereof specifying a place and time (which, subject to applicable Law and any required regulatory approvals, shall be at least two (2), but not more than five (5), Business Days after the date of delivery of such written notice) for the closing of such purchase. At such closing, (i) the purchase price in respect of the Top-Up Option Shares purchased upon such exercise of the Top-Up Option (which shall equal the product of (x) 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 being purchased pursuant to the Top-Up Option and (y) the “Offer Price) shall be paid to the Company, at Merger Sub's election, either (A) in immediately available funds by wire transfer to an account designated by the Company or (B) by paying in cash an amount equal to not less than the aggregate par value of such Top-Up Option Closing”) Shares and a date not earlier than one (1) Business Day nor later than five (5) Business Days after by delivering Parent's unsecured, non-negotiable, non-transferable promissory note in the Notice Date for principal amount of the Top-Up Option Closing; providedbalance of such purchase price, howeverwhich promissory note shall bear interest at the rate of 3% per annum, that (i) if shall mature on the Top-Up Option Closing cannot be consummated by reason first anniversary 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 thereof and may be prepaid in whole or been terminatedin part without premium or penalty, 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 deliver to Merger Sub a certificate 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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, promptly after receipt of the Exercise Notice, deliver a written notice to Purchaser confirming certificates representing the number of Top-Up Option Shares so purchased. Parent and Merger Sub acknowledge that the Top-Up Option Shares that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Merger Sub represent and warrant to the Company that Merger Sub is, or will be upon the purchase of the Top-Up Option Shares, an "accredited investor", as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option and the Top-Up Option Purchase Price thereforShares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act.

Option to Acquire Additional Shares. (a) The In the event that the number of Preferred Shares tendered and accepted pursuant to the Offer exceed ninety percent (90%) of all Preferred Shares issued and outstanding on the date the Offer is consummated, the Company hereby grants to Purchaser Parent an irrevocable option (the “Top-Up Option”) to purchase up to a number of newly-issued shares of common stock of the Company Common Shares (the “Top-Up Option Shares”) equal to the lowest number of shares Common Shares that when added to the number of Common Shares collectively directly or indirectly owned by Parent and Purchaser at the time of such exercise shall constitute one share more than ninety percent (90%) of the number of Common Shares (inclusive of such Top-Up Option Shares) on a Fully Diluted Basis at a cash purchase price per Top-Up Option Common Share (the “Top-Up Option Purchase Price”) equal to the Common Share Offer Consideration or such higher price per share, if applicable, paid upon acceptance for payment of all Common Shares validly tendered and not withdrawn pursuant to the Acceptance DateOffer on the expiration date of the Offer; 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 shareholders under applicable Law, or under the regulations of any stock exchange applicable to the Company, Law in connection with such issuance, or (ii) the Company’s then authorized and unissued shares of common stockCommon Shares. Purchaser Parent may exercise the Top-Up Option in whole or in part at any time after the Acceptance Dateacceptance to payment and payment for Shares by Purchaser in the Offer. Purchaser Parent 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 Parent 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 Parent 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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, promptly after receipt of the Exercise Notice, deliver a written notice to Purchaser Parent confirming the number of Top-Up Option Shares and the Top-Up Option Purchase Price therefor.

Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser Parent an irrevocable option (the “Top-Up Parent Stock Option”) to purchase up to a number of newly-issued shares of common stock of the Company Common Shares (the “Top-Up Parent Option Shares”) equal that represents 19.9% of all Common Shares that are issued and outstanding immediately prior 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) Notice Date, at a cash purchase price per Top-Up Option Common Share (the “Top-Up Parent Option Purchase Price”) equal to the Offer Consideration or such higher price per share, if applicable, paid upon acceptance for payment of all Common Shares validly tendered and not withdrawn pursuant to the Acceptance Date; providedOffer on the expiration date of the Offer. Parent may exercise the Parent Stock Option in whole or in part, howeverat any time if but only if, that in no event shall after giving effect to the exercise of the Parent Stock Option and as a result of such exercise, the number of Top-Up Option Common Shares exceed (i) a number that would require then owned by Parent and Merger Sub will represent at least 90% of 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 stockCompany Common Stock then outstanding. Purchaser may exercise the Top-Up Option at any time after the Acceptance Date. Purchaser Parent shall exercise the Top-Up Parent Stock 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 Parent Option Shares which Purchaser Parent wishes to receive and the place for the closing of the purchase and sale pursuant to the Top-Up Parent Stock Option (the “Top-Up Parent Option Closing”) and a date not earlier than one (1) Business Day 1 business day nor later than five (5) Business Days 5 business days after the Notice Date for the Top-Up Parent Option Closing; provided, however, that (i) if the Top-Up Parent 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 35 any Governmental Authority is required in connection with such purchase, Purchaser Parent 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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, promptly after receipt of the Exercise Notice, deliver a written notice to Purchaser Parent confirming the number of Top-Up Parent Option Shares and the Top-Up Parent Option Purchase Price therefor.

Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser Merger Sub an irrevocable option (the “Top-Up Option”) ), exercisable in accordance with this Section 2.7, to purchase up to a that number of newly-newly issued shares of common stock of the Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares that that, when added to the number of Shares collectively owned by Parent and Purchaser at its subsidiaries immediately following consummation of the time of such exercise Offer, shall constitute one share more than ninety percent (90%) % of the Shares then outstanding (inclusive after giving effect to the issuance of such the Top-Up Option Shares) at for a cash 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 DatePrice; provided, however, that in no event shall the number of Top-Up Option Shares shall not exceed (i) a the number that would require equal to 19.9% of the Company to obtain approval of its stockholders under applicable Law, or under the regulations of any stock exchange applicable Shares outstanding immediately prior to the Companyissuance of the Top-Up Option Shares. The Top-Up Option may be exercised by Merger Sub at any one time before the Effective Time within thirty (30) business days after Merger Sub’s acceptance of, and payment for Shares pursuant to the Offer in connection accordance with such issuance, or (ii) the Company’s then authorized and unissued shares terms of common stockthis Agreement. Purchaser may If Merger Sub wishes to so exercise the Top-Up Option at any time after the Acceptance Date. Purchaser Option, Merger Sub shall exercise the Top-Up Option by sending give the Company a written notice within such thirty (an “Exercise Notice,” and the date on which such Notice is given, the “Notice Date”) 30)-business day period specifying the denominations number of the certificate or certificates evidencing the Top-Up Option Shares which Purchaser shares of Company Common Stock that Merger Sub 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 place and a time (which, subject to applicable Law and any required regulatory approvals, shall be at least two (2), but not earlier than one (1) Business Day nor later more than five (5) Business Days ), business days after the Notice Date date of delivery of such written notice) for the closing of such purchase. At such closing, (i) the purchase price in respect of such exercise of the Top-Up Option Closing; provided, however, that (iwhich shall equal the product of (x) if the number of shares of Company Common Stock being purchased pursuant to the Top-Up Option Closing cannot and (y) the Offer Price) shall be consummated paid to the Company in immediately available funds by reason of any applicable Laws, wire transfer to an account designated by 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 terminatedCompany, 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 deliver to Merger Sub a certificate or certificates representing the required notice or application for approval and shall cooperate in the expeditious filing number of such notice or application, and the period shares 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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminatedCompany Common Stock so purchased. The Company shallagrees that it shall reserve (and maintain free from preemptive rights) sufficient authorized but unissued shares of Common Stock so that the Top-Up Option may be exercised without additional authorization of shares of Company Common Stock (after giving effect to all other options, promptly after receipt warrants, convertible securities and other rights to purchase shares of Company Common Stock). Merger Sub shall acquire the Exercise Notice, deliver a written notice to Purchaser confirming the number of Top-Up Option Shares for investment purposes only and the not with a view to any distribution thereof, and will not sell any Top-Up Option Purchase Price thereforShares purchased pursuant to this Section except in compliance with the Securities Act of 1933, as amended.

Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser an irrevocable option (the “Top-Up Purchaser Option”) ), exercisable in accordance with this Section 1.5, to purchase up to a that number of newly-newly issued shares of common stock of the Company Common Stock (the “Top-Up Purchaser Option Shares”) equal to the lowest number of shares that that, when added to the number of Shares collectively owned by Parent and Purchaser at its Subsidiaries immediately following consummation of the time of such exercise Offer (or a “subsequent offering period”), shall constitute one share more than 90% of the Shares then outstanding (after giving effect to the issuance of the Purchaser Option Shares) for a cash purchase price per Purchaser Option Share equal to the Offer Price; provided, however, that the Purchaser Option shall not be exercisable unless, immediately after such exercise and the issuance of Shares pursuant thereto, Purchaser would hold at least one (1) more Share than ninety percent (90%) of the Shares then outstanding on a fully diluted basis (inclusive assuming the issuance of such Top-Up the Purchaser Option Shares) ); provided, further, that the number of Purchaser Option Shares shall not exceed that number equal to 19.9% of the Shares outstanding on the date of this Agreement. The Purchaser Option may be exercised by Purchaser at a purchase price per Top-Up Option Share (the “Top-Up Option Purchase Price”) equal any time within five Business Days after Purchaser’s acceptance of and payment for Shares pursuant to the Offer Consideration (or a “subsequent offering period”) in accordance with the terms of this Agreement. If Purchaser wishes to so exercise the Purchaser Option, Purchaser shall give the Company written notice within such higher price per share, if applicable, paid upon the Acceptance Date; provided, however, that in no event shall five-Business Day period specifying the number of Top-Up shares of Company Common Stock that Purchaser wishes to purchase pursuant to the Purchaser Option Shares exceed and a place and a time (which shall be at least two, but not more than five, Business Days after the date of delivery of such written notice) for the closing of such purchase. At such closing, (i) a the purchase price in respect of such exercise of the Purchaser Option (which shall equal the product of (x) the number that would require of shares of Company Common Stock being purchased pursuant to the Company to obtain approval of its stockholders under applicable Law, or under Purchaser Option and (y) the regulations of any stock exchange applicable Offer Price) shall be paid to the Company, at the election of Parent, 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 either (1) Business Day nor later immediately available funds by wire transfer to an account designated by the Company or (2) immediately available funds by wire transfer to an account designated by the Company in an amount equal to not less than five (5) Business Days after the Notice Date aggregate par value of the Purchaser Option Shares and an unsecured promissory note from the Purchaser having a principal amount equal to the balance of the aggregate purchase price for the Top-Up Purchaser 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 terminatedShares, 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 deliver to Purchaser a certificate or certificates representing the required notice or application number of shares of Company Common Stock so purchased. Any such promissory note shall bear interest at the rate of interest that would be payable by Parent for approval a similar term of borrowing as of the date of the promissory note, shall mature on the first anniversary of the date of execution and shall cooperate in the expeditious filing delivery of such notice promissory note and may be prepaid at any time and from time to time, in whole or applicationin part, 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 without premium or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminatedpenalty. The Company shallagrees that it shall reserve (and maintain free from preemptive rights) sufficient authorized but unissued shares of Common Stock so that the Purchaser Option may be exercised without additional authorization of shares of Common Stock (after giving effect to all other options, promptly after receipt warrants, convertible securities and other rights to purchase shares of the Exercise Notice, deliver a written notice to Purchaser confirming the number of Top-Up Option Shares and the Top-Up Option Purchase Price thereforCommon Stock).

Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser Merger Sub an irrevocable option (the “Top-Up Option”) ), exercisable in accordance with this Section 1.3, to purchase up to a the number of newly-issued shares of common stock of the Company Shares (the “Top-Up Option Shares”) equal to the lowest number of shares that of Company Common Stock that, when added to the number of Shares collectively shares of Company Common Stock owned by Parent and Purchaser at Merger Sub immediately prior to the time exercise of the Top-Up Option (which such exercise shares of Company Common Stock owned by Merger Sub shall not be less than the Minimum Tender Condition) shall constitute one share more than ninety percent (90%) 80% of the number of Shares then outstanding (inclusive after giving effect to the issuance of such the Top-Up Option Shares) at for a purchase price per Top-Up Option Share (equal to the “Offer Price. The Top-Up Option Purchase Price”) equal to the Offer Consideration or such higher price per share, if applicable, paid upon the Acceptance Datemay be exercised by Merger Sub in whole but not in part; provided, however, that in Merger Sub agrees that it will exercise the Top-Up Option only if doing so would allow it to consummate the Merger pursuant to Section 607.1104 of the FBCA. In no event shall the Top-Up Option be exercisable for a number of Shares in excess of the Company’s then authorized and unissued Shares (including as authorized and unissued shares of Common Stock, for purposes of this Section 1.3, any Shares reserved for issuance, upon the exercise of any outstanding Option or with respect to any other outstanding security convertible into or exercisable or exchangeable for Shares). The Top-Up Option may be exercised by Merger Sub at any time at or after the Acceptance Time and the expiration of any subsequent offering period and on or prior to the tenth (10th) Business Day after the later of (i) the expiration date of the Offer or (ii) the expiration of any Subsequent Offering Period; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions, unless waived by the Company, that (A) no provision of any applicable Law, and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court of competent jurisdiction or other Governmental Authority of competent jurisdiction, shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (B) after issuance of the Top-Up Option Shares upon exercise, the number of Shares owned by Parent or Merger Sub or any wholly owned Subsidiary of Parent or Merger Sub constitutes one share more than 80% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares, and (C) upon exercise of the Top-Up Option, Merger Sub covenants to cause the Closing to occur as soon as practicable thereafter; and, provided, further, that the Top-Up Option shall terminate concurrently with the termination of this Agreement. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished in a manner consistent with all applicable Law, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. If Merger Sub wishes to so exercise the Top-Up Option, Merger Sub shall give the Company written notice thereof specifying a place and time (which, subject to applicable Law and any required regulatory approvals, shall be at least two (2), but not more than five (5), Business Days after the date of delivery of such written notice) for the closing of such purchase. At such closing, (i) the purchase price in respect of the Top-Up Option Shares purchased upon such exercise of the Top-Up Option (which shall equal the product of (x) 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 being purchased pursuant to the Top-Up Option and (y) the “Offer Price) shall be paid to the Company, at Merger Sub’s election, either (A) in immediately available funds by wire transfer to an account designated by the Company or (B) by paying in cash an amount equal to not less than the aggregate par value of such Top-Up Option ClosingShares and by delivering Parent’s unsecured, non-negotiable, non-transferable promissory note (the “Note”) and a date not earlier than one (1) Business Day nor later than five (5) Business Days after in the Notice Date for principal amount of the Top-Up Option Closing; providedbalance of such purchase price, howeverwhich promissory note shall bear interest at the rate of 3% per annum, that (i) if shall mature on the Top-Up Option Closing cannot be consummated by reason first anniversary 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 thereof and may be prepaid in whole or been terminatedin part without premium or penalty, 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 deliver to Merger Sub a certificate 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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, promptly after receipt of the Exercise Notice, deliver a written notice to Purchaser confirming certificates representing the number of Top-Up Option Shares so purchased. Parent and Merger Sub acknowledge that the Top-Up Option Shares that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Merger Sub represent and warrant to the Company that Merger Sub is, or will be upon the purchase of the Top-Up Option Shares, an “accredited investor”, as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option and the Top-Up Option Purchase Price thereforShares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act.

Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser Merger Sub an irrevocable option (the “Top-Up Option”) ), exercisable in accordance with this Section 1.4 for so long as this Agreement has not been terminated pursuant to the provisions hereof, to purchase up to a that number of newly-newly issued shares of common stock of the Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares Shares (but not less than that number) that, when added to the number of Shares collectively owned by Parent and Purchaser at Merger Sub immediately following consummation of the time of such exercise Offer (including any Subsequent Offering Periods), shall constitute one share Share more than ninety percent (90%) % of the Shares then outstanding (inclusive after giving effect to the issuance of such the Top-Up Option Shares) at for a cash purchase price per Top-Up Option Share (equal to the “Offer Price. The Top-Up Option Purchase Price”may be exercised by Merger Sub (in whole and not in part) equal at any time following the Acceptance Time and prior to the Offer Consideration or earlier of (i) the Effective Time and (ii) the termination of this Agreement. The Top-Up Option shall not be exercisable unless, immediately after such higher price per shareexercise and the issuance of the Shares pursuant thereto, if applicable, paid upon Parent and Merger Sub would hold one (1) Share more than 90% of the Acceptance Date; provided, however, that in Shares then outstanding. In no event shall the Top-Up Option be exercisable (i) more than once, or (ii) for a number of shares of Company Common Stock in excess of the Company’s then authorized and unissued Shares (including as authorized and unissued shares of Common Stock, for purposes of this Section 1.4, any Shares held in the treasury of the Company). The Top-Up Option shall terminate upon the earlier to occur of (i) the Effective Time and (ii) termination of this Agreement in accordance with Article 9. If Merger Sub wishes to so exercise the Top-Up Option, Merger Sub shall give the Company written notice thereof specifying the number of Shares that will be owned by Parent and Merger Sub immediately preceding the purchase of the Top-Up Option Shares and 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 Merger Sub 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 place and time (which, subject to applicable Law and any required regulatory approvals, shall be at least two (2), but not earlier than one (1) Business Day nor later more than five (5) Business Days ), business days after the Notice Date date of delivery of such written notice (unless a shorter period is requested by Merger Sub and consented to in advance by the Company) for the Top-Up Option Closing; provided, however, that (i) if the Top-Up Option Closing cannot be consummated by reason closing 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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, promptly after receipt of the Exercise Notice, deliver a written notice to Purchaser confirming the number of Top-Up Option Shares and the Top-Up Option Purchase Price therefor.such

Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser an irrevocable option (the “Top-Up Option”) ), exercisable in accordance with this Section 1.4, to purchase up to a the number of newly-issued shares of common stock of the Company Shares (the “Top-Up Option Shares”) equal to the lowest number of shares that of Common Stock that, when added to the number of Shares collectively shares of Common Stock owned by Parent and Purchaser at immediately prior to the time exercise of such exercise the Top-Up Option, shall constitute one share more than ninety percent (90%) % of the number of Shares then outstanding (inclusive after giving effect to the issuance of such the Top-Up Option Shares) at for 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 ClosingPrice; provided, however, that (i) if the Top-Up Option Closing cannot shall be consummated by reason exercisable only once, at such time as Parent and Purchaser, directly or indirectly, own at least 50% of any applicable Laws, the period total number of time that Shares then outstanding and on or prior to the 20th business day after the Expiration Date and has otherwise would run pursuant to this sentence shall run instead from purchased all Shares validly tendered in the date on which such restriction on consummation has expired or been terminated, and Offer; (ii) in no event shall the Top-Up Option be exercisable for a number of Shares in excess of the lesser of (x) the Company’s then authorized and unissued Shares (excluding as authorized and unissued shares of Common Stock, for purposes of this Section 1.4, any Shares reserved for issuance) or (y) the maximum number of Shares issuable without limiting shareholder approval pursuant to any NASDAQ National Market rules then applicable the foregoingCompany; (iii) Purchaser shall, concurrently with the exercise of the Top-Up Option, give written notice to the Company that as promptly as practicable following such exercise, Purchaser intends to consummate the Merger; (iv) the Top-Up Option may not be exercised if prior notification to any provision of applicable law or approval any judgment, injunction, order or decree of any Governmental Authority is required Entity shall prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Entity or the Company’s shareholders in connection with the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such purchaseexercise, which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable; and (v) the Top-Up Option may not be exercised unless, immediately after such exercise and issuance of the Top-Up Option Shares, Purchaser and the Company shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing will hold at least one share more than 90% 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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, promptly after receipt of the Exercise Notice, deliver a written notice to Purchaser confirming the number of Shares then outstanding. The Top-Up Option shall terminate concurrently with the termination of this Agreement. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares and is accomplished in a manner consistent with all applicable law, including compliance with an applicable exemption from registration of the Top-Up Option Purchase Price thereforShares under the Securities Act.

Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser Merger Sub an irrevocable option (the “Top"TOP-Up Option”) UP OPTION"), exercisable in accordance with this SECTION 1.3, to purchase up to a the number of newly-issued shares of common stock of the Company Shares (the “Top"TOP-Up Option Shares”UP OPTION SHARES") equal to the lowest number of shares that of Company Common Stock that, when added to the number of Shares collectively shares of Company Common Stock owned by Parent and Purchaser at Merger Sub immediately prior to the time exercise of the Top-Up Option (which such exercise shares of Company Common Stock owned by Merger Sub shall not be less than the Minimum Tender Condition) shall constitute one share more than ninety percent (90%) 80% of the number of Shares then outstanding (inclusive after giving effect to the issuance of such the Top-Up Option Shares) at for a purchase price per Top-Up Option Share (equal to the “Offer Price. The Top-Up Option Purchase Price”) equal to the Offer Consideration or such higher price per sharemay be exercised by Merger Sub in whole but not in part; PROVIDED, if applicable, paid upon the Acceptance Date; provided, howeverHOWEVER, that in Merger Sub agrees that it will exercise the Top-Up Option only if doing so would allow it to consummate the Merger pursuant to Section 607.1104 of the FBCA. In no event shall the Top-Up Option be exercisable for a number of Shares in excess of the Company's then authorized and unissued Shares (including as authorized and unissued shares of Common Stock, for purposes of this SECTION 1.3, any Shares reserved for issuance, upon the exercise of any outstanding Option or with respect to any other outstanding security convertible into or exercisable or exchangeable for Shares). The Top-Up Option may be exercised by Merger Sub at any time at or after the Acceptance Time and the expiration of any subsequent offering period and on or prior to the tenth (10th) Business Day after the later of (i) the expiration date of the Offer or (ii) the expiration of any Subsequent Offering Period; PROVIDED, HOWEVER, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions, unless waived by the Company, that (A) no provision of any applicable Law, and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court of competent jurisdiction or other Governmental Authority of competent jurisdiction, shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (B) after issuance of the Top-Up Option Shares upon exercise, the number of Shares owned by Parent or Merger Sub or any wholly owned Subsidiary of Parent or Merger Sub constitutes one share more than 80% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares, and (C) upon exercise of the Top-Up Option, Merger Sub covenants to cause the Closing to occur as soon as practicable thereafter; and, provided, FURTHER, that the Top-Up Option shall terminate concurrently with the termination of this Agreement. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished in a manner consistent with all applicable Law, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. If Merger Sub wishes to so exercise the Top-Up Option, Merger Sub shall give the Company written notice thereof specifying a place and time (which, subject to applicable Law and any required regulatory approvals, shall be at least two (2), but not more than five (5), Business Days after the date of delivery of such written notice) for the closing of such purchase. At such closing, (i) the purchase price in respect of the Top-Up Option Shares purchased upon such exercise of the Top-Up Option (which shall equal the product of (x) 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 being purchased pursuant to the Top-Up Option and (y) the “Offer Price) shall be paid to the Company, at Merger Sub's election, either (A) in immediately available funds by wire transfer to an account designated by the Company or (B) by paying in cash an amount equal to not less than the aggregate par value of such Top-Up Option Closing”Shares and by delivering Parent's unsecured, non-negotiable, non-transferable promissory note (the "NOTE") and a date not earlier than one (1) Business Day nor later than five (5) Business Days after in the Notice Date for principal amount of the Top-Up Option Closing; providedbalance of such purchase price, howeverwhich promissory note shall bear interest at the rate of 3% per annum, that (i) if shall mature on the Top-Up Option Closing cannot be consummated by reason first anniversary 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 thereof and may be prepaid in whole or been terminatedin part without premium or penalty, 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 deliver to Merger Sub a certificate 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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, promptly after receipt of the Exercise Notice, deliver a written notice to Purchaser confirming certificates representing the number of Top-Up Option Shares so purchased. Parent and Merger Sub acknowledge that the Top-Up Option Shares that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Merger Sub represent and warrant to the Company that Merger Sub is, or will be upon the purchase of the Top-Up Option Shares, an "accredited investor", as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option and the Top-Up Option Purchase Price thereforShares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act.

Option to Acquire Additional Shares. (a) The Company hereby grants to Purchaser an irrevocable option (the “Top-Up Purchaser Option”) to purchase up to a that number of newly-newly issued shares of common stock of the Company Shares (the “Top-Up Purchaser Option Shares”) equal to the lowest number of shares that Shares that, when added to the number of Shares collectively owned by Parent and Purchaser at its Subsidiaries immediately following consummation of the time of such exercise Offer, shall constitute one share Share more than ninety percent (90%) of the Shares then outstanding (inclusive after giving effect to the issuance of such Top-Up the Purchaser Option Shares) at for a cash purchase price per Top-Up Purchaser 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 DatePrice; provided, however, that in no event shall (i) the number of Top-Up Purchaser Option Shares shall not exceed that number which is equal to nineteen and nine-tenths percent (i19.9%) a number that would require of the Company to obtain approval Shares outstanding on the date of its stockholders under applicable Law, or under the regulations of any stock exchange applicable to the Company, in connection with such issuance, or this Agreement and (ii) the Company’s Purchaser Option may not be exercised unless, following the time of acceptance by Purchaser of Shares tendered in the Offer or after a subsequent offer period, more than eighty percent (80%) of the then authorized outstanding Shares have been validly tendered and unissued shares not withdrawn pursuant to the Offer. The obligation of common stockthe Company to deliver the Purchaser Option Shares upon the exercise of the Purchaser Option is subject to the condition that no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Purchaser Option or the delivery of the Purchaser Option Shares in respect of such exercise. The Purchaser Option may exercise the Top-Up Option be exercised by Purchaser at any time after during 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 time of acceptance of Shares tendered in the Offer or after a subsequent offer period at which the criteria for exercise of the Purchaser Option are satisfied. If Purchaser wishes to exercise the Purchaser Option, Purchaser shall give the Company written notice within such five (5) Business Day period specifying the number of Shares that Purchaser wishes to purchase pursuant to the Purchaser Option and a place and a time (which shall be at least one (1), but not more than five (5), Business Days after the date of delivery of such written notice) for the Top-Up Option Closing; providedclosing of such purchase. At such closing, however, that (i) if the Top-Up purchase price in respect of such exercise of the Purchaser Option Closing cannot (which shall equal the product of (A) the number of Purchaser Option Shares and (B) the Offer Price) shall be consummated paid to the Company in immediately available funds by reason of any applicable Laws, wire transfer to an account designated by 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 terminatedCompany, 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 deliver to Purchaser a certificate or certificates representing the required notice or application for approval and shall cooperate in the expeditious filing number 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 approval has been obtained, and in either event, any requisite waiting period has expired or been terminatedShares so purchased. The Company shallagrees that it shall reserve (and maintain free from preemptive rights) sufficient authorized but unissued Shares (none of which shall be treasury shares) so that the Purchaser Option may be exercised without additional authorization of Shares (after giving effect to all other Company Stock Options, promptly after receipt of the Exercise NoticeCompany Warrants, deliver a written notice convertible securities and other rights to Purchaser confirming the number of Top-Up Option Shares and the Top-Up Option Purchase Price thereforpurchase Shares).