Common use of Grant of Purchase Option Clause in Contracts

Grant of Purchase Option. (a) Each Shareholder hereby grants to Parent and Purchaser an irrevocable option (the “Purchase Option”) to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Shareholder) beneficially owned by the Shareholder at a price (the “Exercise Price”) per Share equal to $3.90 per share of Company Common Stock. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Exercise Price will be appropriately adjusted for the purpose of this Section 10. (b) In the event that (i) the Purchase Option has been exercised, in whole or in part with respect to any Shareholder, (ii) the Merger is consummated and (iii) Parent and Purchaser have increased the price per share of either the Company Common Stock payable in the Merger above the Exercise Price set forth in Section 10(a) (it being understood that the payment of any amounts pursuant to the exercise of dissenters’ rights will not be considered for this purpose), Parent shall pay to each Shareholder from whom Parent or Purchaser purchased Purchase Option Shares, within two business days following the Effective Time of the Merger, by certified check or official bank check in immediately available funds or by wire transfer of immediately available funds, as such Shareholder may direct, an amount equal to the excess of (A) the price per share paid for the Company Common Stock in the Merger over (B) the Exercise Price of the Company Common Stock, purchased by Parent or Purchaser from such Shareholder upon exercise of the Purchase Option.

Appears in 2 contracts

Sources: Tender and Option Agreement (Euramax International PLC), Tender and Option Agreement (Euramax International PLC)

Grant of Purchase Option. (a) Each Shareholder hereby grants to Parent and Purchaser an irrevocable option (the "Purchase Option") to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Shareholder) beneficially owned by the Shareholder at a price (the "Exercise Price") per Share equal to $3.90 per share of Company Common Stock. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Exercise Price will be appropriately adjusted for the purpose of this Section 10. (b) In the event that (i) the Purchase Option has been exercised, in whole or in part with respect to any Shareholder, (ii) the Merger is consummated and (iii) Parent and Purchaser have increased the price per share of either the Company Common Stock payable in the Merger above the Exercise Price set forth in Section 10(a) (it being understood that the payment of any amounts pursuant to the exercise of dissenters' rights will not be considered for this purpose), Parent shall pay to each Shareholder from whom Parent or Purchaser purchased Purchase Option Shares, within two business days following the Effective Time of the Merger, by certified check or official bank check in immediately available funds or by wire transfer of immediately available funds, as such Shareholder may direct, an amount equal to the excess of (A) the price per share paid for the Company Common Stock in the Merger over (B) the Exercise Price of the Company Common Stock, purchased by Parent or Purchaser from such Shareholder upon exercise of the Purchase Option.

Appears in 1 contract

Sources: Tender and Option Agreement (Berger Holdings LTD)