Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the Company grants to Merger Subsidiary an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, up to the number of authorized and unissued Shares, the number of Shares that, when added to the number of Shares owned by Merger Subsidiary at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cypress Bioscience Inc), Agreement and Plan of Merger (Ventana Medical Systems Inc), Agreement and Plan of Merger (Ramius Value & Opportunity LLC)
Top-Up Option. (a) Subject to Sections 1.04(bSection 1.3(b) and 1.04(cSection 1.3(c), the Company grants to Merger Subsidiary Sub an optionirrevocable option (the “Top-Up Option”), for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”)hereof, to purchase from the Company, Company up to the number (but not less than that number) of authorized and unissued Shares, shares of Company Common Stock equal to the number of Shares shares of Company Common Stock that, when added to the number of Shares owned by Parent, Merger Sub or any Subsidiary of Parent at the time of the exercise of the Top-Up Option, constitutes at least one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares shares of Company Common Stock to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option (the such Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carlisle Companies Inc), Agreement and Plan of Merger (Hawk Corp)
Top-Up Option. (a) Subject to Sections 1.04(b2.3(b) and 1.04(c2.3(c), the Company grants to Merger Subsidiary Purchaser an optionirrevocable option (the “Top-Up Option”), for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”)hereof, to purchase from the Company, up to the Company that number of authorized and unissued Shares, Shares equal to the number of Shares that, when added to the number of Shares owned by Merger Subsidiary Parent, Purchaser or their respective Affiliates at the time of exercise of the Top-Up OptionOption and following any “subsequent offering period”, constitutes at least one Share more than ninety percent (90% %) of the Shares on a Fully Diluted Basis that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option (the such Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trans Energy Inc), Agreement and Plan of Merger (EQT Corp)
Top-Up Option. (a) Subject to Sections 1.04(bSection 1.4(b) and 1.04(cSection 1.4(c), the Company grants to Merger Subsidiary Sub, an irrevocable option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “"Top-Up Option”"), to purchase from the Company, up to the number of authorized and unissued Shares, Shares equal to the number of Shares that, when added to the number of Shares owned by Merger Subsidiary Sub at the time of the exercise of the Top-Up Option, constitutes at least one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option (the such Shares to be issued upon exercise of the Top-Up Option, the “"Top-Up Shares”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emergent Group Inc/Ny), Agreement and Plan of Merger (Universal Hospital Services Inc)
Top-Up Option. (a) Subject to Sections 1.04(bSection 2.04(b) and 1.04(cSection 2.04(c), the Company grants to Merger Subsidiary Subsidiary, an irrevocable option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, up to the number of authorized and unissued Shares, shares of Company Common Stock equal to the number of Shares shares of Company Common Stock that, when added to the number of Shares owned by Merger Subsidiary at the time of the exercise of the Top-Up Option, constitutes at least one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares shares of Company Common Stock to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option (the such Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc)
Top-Up Option. (a) Subject to Sections 1.04(b2.04(b) and 1.04(c2.04(c), the Company grants to Merger Subsidiary Subsidiary, an irrevocable option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, up to the a number of authorized and unissued Shares, Shares equal to the number of Shares that, when added to the number of Shares owned by Merger Subsidiary at the time of the exercise of the Top-Up Option, constitutes one Share more not less than 90% the number of Shares required to reach the Shares that would be outstanding immediately Short Form Threshold after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option (the such Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (MediaMind Technologies Inc.)
Top-Up Option. (a) Subject to Sections 1.04(b2.04(b) and 1.04(c2.04(c), the Company grants to Merger Subsidiary an irrevocable option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, up to Company the number of authorized and unissued Shares, Shares equal to the number of Shares that, when added to the number of Shares owned by Merger Subsidiary at the time of the exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option (the such Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Realogy Holdings Corp.)
Top-Up Option. (a) Subject to Sections 1.04(b2.04(b) and 1.04(c2.04(c), the Company grants to Merger Subsidiary Subsidiary, an irrevocable option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, up to the a number of authorized and unissued Shares, Shares equal to the number of Shares that, when added to the number of Shares owned by Merger Subsidiary at the time of the exercise of the Top-Up Option, constitutes one Share more not less than 90% the number of Shares required to reach the Shares that would be outstanding immediately Short Form Threshold after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option (the such Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”).
Appears in 1 contract
Top-Up Option. (a) Subject to Sections Sections 1.04(b) and 1.04(c), the Company grants to Merger Subsidiary an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, up to the number of authorized and unissued Shares, the number of Shares that, when added to the number of Shares owned by Merger Subsidiary at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”).
Appears in 1 contract
Top-Up Option. (a) Subject to Sections 1.04(bSection 2.04(b) and 1.04(cSection 2.04(c), the Company grants to Merger Subsidiary Subsidiary, an irrevocable option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “"Top-Up Option”"), to purchase from the Company, up to the number of authorized and unissued Shares, shares of Company Common Stock equal to the number of Shares shares of Company Common Stock that, when added to the number of Shares owned by Merger Subsidiary at the time of the exercise of the Top-Up Option, constitutes at least one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares shares of Company Common Stock to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option (the such Shares to be issued upon exercise of the Top-Up Option, the “"Top-Up Shares”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyco Electronics Ltd.)
