TopUp Option

TopUp Option. Means an irrevocable option that Merger Sub (or one of its Affiliates) may, but is not obligated to, exercise following the change in control of the Borrower pursuant to the Merger Agreement, to purchase from the Borrower the number of Equity Interests in Borrower (in the form of common stock) that, when added to the number of Equity Interests in Borrower (in the form of common stock) already owned by BHPB and its Affiliates immediately prior to the time of such exercise, will constitute one... share more than the number of Equity Interests in Borrower necessary for Merger Sub to be merged into Borrower without any vote or written consent of stockholders in accordance with the "short-form" merger provisions of Section 253 of the Delaware General Corporation Law, which option may be exercised, at Merger Sub's election, (i) in cash or (ii) by a combination of cash (not less than the aggregate par value of the shares to be purchased under the option) and execution of a promissory note, bearing simple interest of 5% per annum, for the remainder of the purchase price. View More