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 and treasury 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 Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Consideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks LTD), Agreement and Plan of Merger (Nortel Networks Inc.)
Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the “Purchaser Option”"OPTION") to purchase up to that number of newly issued and treasury shares of the Company Common Stock (the “Purchaser Option Shares”"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 its Affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Common Company Common Stock then outstanding on a Fully Diluted Basis fully diluted basis (after giving effect to the issuance of Purchaser the Option Shares) for a consideration per Purchaser Option Share equal to the Offer ConsiderationPrice.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endosonics Corp), Agreement and Plan of Merger (Southdown Inc), Jomed Acquisition Corp
Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the “Purchaser "Purchase Option”") to purchase purchase, subject to the terms hereof, up to that a number of newly issued and treasury shares (the "Purchase Option Shares") of the Company Common Stock (the “Purchaser Option Shares”) equal to 19.9% of the number of shares of Company Common Stock that, when added issued and outstanding immediately prior to the number of shares of Company Common Stock owned by Parent, Purchaser and their affiliates immediately following consummation exercise of the Offer, shall constitute one share more than ninety percent Purchase Option (90%) of the shares of Company Common Stock then outstanding on a Fully Diluted Basis (after before giving effect to the issuance exercise of Purchaser the Purchase Option) in accordance with terms of this Section 7.02 at a purchase price per share (the "Purchase Option SharesPrice") for a consideration per Purchaser Option Share equal to the Offer Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Softech Inc), Agreement and Plan of Merger (Workgroup Technology Corp)
Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Sub an irrevocable option (the “"Purchaser Option”") to purchase up to that number of newly issued and treasury 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 ParentPurchaser, Purchaser Merger Sub 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 Consideration.
Appears in 1 contract
Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Purchaser, an irrevocable option (the “Purchaser Option”"OPTION") to purchase purchase, at an exercise price per share equal to the Offer Price, up to that number of newly issued and treasury shares of the Company Common Stock (the “Purchaser Option Shares”"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 Consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Common Company Common Stock then outstanding on a Fully Diluted Basis fully diluted basis (after giving effect to the issuance of Purchaser the Option Shares) for a consideration per Purchaser Option Share equal to the Offer Consideration).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penske Truck Leasing Co Lp)
Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Sub an irrevocable option (the “Purchaser Option”"PURCHASER OPTION") to purchase up to that number of newly issued and treasury shares of the Company Common Stock (the “Purchaser Option Shares”"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 ParentPurchaser, Purchaser Merger Sub 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 Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flipside Acquisition Corp)
