Top-Up Option. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the “Top-Up Option”) to purchase from the Company up to that number of newly issued shares of Company common stock (the “Top-Up Option Shares”) equal to the number of shares of Company common stock that, when added to the Shares owned by Parent and Purchaser immediately following consummation of the Offer, shall constitute one share more than 90% of the Shares outstanding on a fully diluted basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Esmark INC), Agreement and Plan of Merger (OAO Severstal), Agreement and Plan of Merger (OAO Severstal)
Top-Up Option. (a1.3(a) The Company hereby grants to Parent and Purchaser an irrevocable option (the “Top-Up Option”) to purchase from the Company purchase, in whole but not in part, up to that number of newly issued shares of Company common stock Shares (the “Top-Up Option Shares”) equal to the number of shares of Company common stock Shares that, when added to the number of Shares owned by Parent and Purchaser immediately following consummation of the OfferOffer (or, if applicable, any subsequent offering period), shall constitute one share Share more than 90% of the Shares then outstanding on a fully diluted basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer PricePer Share Amount.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (California Micro Devices Corp), Agreement and Plan of Merger (Intersil Corp/De)
Top-Up Option. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the “Top-Up Option”) to purchase from the Company up to that number of newly issued shares of Company common stock Shares (the “Top-Up Option Shares”) equal to the number of shares of Company common stock Shares that, when added to the number of Shares owned by Parent and Purchaser immediately following consummation of the Offer, shall constitute one share Share more than 90% of the Shares then outstanding on a fully diluted basis Fully Diluted Basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer PricePer Share Amount.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Radyne Corp), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Top-Up Option. (a) The Subject to the requirements of Section 1.4(b), the Company hereby grants to Parent and the Purchaser an irrevocable option (the “Top-Up Option”) to purchase from the Company up to that number (but not less than that number) of newly issued shares of Company common stock (the “Top-Up Option Shares”) equal to the number of shares of Company common stock that, when added to the Shares owned by Parent and Purchaser immediately following consummation of the Offer, shall constitute one share more than 90% of the Shares outstanding on a fully diluted basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lifecell Corp), Agreement and Plan of Merger (Kinetic Concepts Inc /Tx/)
Top-Up Option. (a) The Company hereby grants to Parent and Purchaser an irrevocable option 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 that number of newly issued shares of Company common stock Shares (the “Top-Up Option Shares”) equal to the lowest number of shares of Company common stock Shares that, when added to the number of Shares owned by Parent and Purchaser immediately following consummation at the time of the Offersuch exercise, shall constitute one share Share more than 90% of the then outstanding Shares outstanding (determined on a fully diluted basis (after giving effect to and assuming the issuance of the Top-Up Option Shares) for consideration ), at a price per Top-Up Option Share share equal to the Offer PricePer Share Amount.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Molex Inc), Agreement and Plan of Merger (Molex Inc)
Top-Up Option. (a) The Company hereby grants to Parent and Purchaser an irrevocable option 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 that number of newly issued shares of Company common stock Shares (the “"Top-Up Option Shares”") equal to the lowest number of shares of Company common stock Shares that, when added to the number of Shares owned by Parent and Purchaser immediately following consummation at the time of the Offersuch exercise, shall constitute one share Share more than 90% of the then outstanding Shares outstanding (determined on a fully diluted basis (after giving effect to and assuming the issuance of the Top-Up Option Shares) for consideration ), at a price per Top-Up Option Share share equal to the Offer PricePer Share Amount.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Woodhead Industries Inc)
Top-Up Option. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the “Top-Up Option”) to purchase from the Company up to that number of newly issued shares of common stock, par value $0.01 per share (“Common Stock”), of the Company common stock (the “Top-Up Option Shares”) equal to the number of shares of Company common stock Common Stock that, when added to the Shares owned by Parent and Purchaser immediately following consummation of the Offer, shall constitute one share more than 90% of the Shares outstanding on a fully diluted basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price.
Appears in 1 contract
