ALTERNATE CONSIDERATION FEE Clause Samples

ALTERNATE CONSIDERATION FEE. In the event that a Sale Event (as defined below) or an Initial Public Offering does not occur prior to the Expiration Date, or if an Initial Public Offering occurs prior to the Expiration Date but the FDIC does not exercise this Warrant, then, the FDIC, at its option, shall have the right to cause the Company to pay, and the Company shall pay to the FDIC, a cash fee (the “Alternate Consideration Fee”) upon the expiration of the Warrant or upon the completion of the Initial Public Offering, as applicable, an amount per share equal to (i) the product of (X) the Company’s tangible book value per share of common stock (tangible book value per share of common stock is defined as the quotient of tangible common equity divided by total shares of common stock outstanding) as of the most recent quarter prior to the exercise of this right, and (Y) the prevailing average market price to tangible book multiple of the components underlying the SNL Midwest Bank Index at such date, minus (ii) the Exercise Price per share of the Warrant. At least 45 days prior to an Initial Public Offering, the Company shall notify the FDIC of the Initial Public Offering. The FDIC shall then have 30 days from the receipt of the notice to inform the Company of its intent to elect the Alternative Consideration Fee. In such event, the computation of the average market price in subsection (Y) above shall be determined by reference to