Common use of Cash Election Clause in Contracts

Cash Election. (a) In lieu of exercising the Option, by notice, Parent may require such Stockholder to make a cash payment to Parent in the amount (the "Cash Payment Amount") equal to the amount by which (A) the Market Price (as defined below) exceeds (B) the Per Share Cash Amount, multiplied by the sum of (i) the number of such Stockholder's Shares and (ii) the number of such Stockholder's New Shares. Upon receipt of such notice, the Stockholder shall be permitted to sell a sufficient number of Shares to pay the Cash Payment Amount, if Stockholder shall, within five business days of such notice, sell such Shares, provided that Stockholder shall use reasonable best efforts to achieve good execution and shall consult with Parent with respect to the manner of disposition. The term "Market Price" shall mean the closing price (as measured by the last completed trade) for shares of Common Stock on the date of Parent's election, or if Stockholder elects to sell Shares to pay the Cash Payment Amount and has complied with the proviso to the immediately preceding sentence, the average price per Share actually realized in such sale. 4

Cash Election. (a) In lieu of exercising the Option, by notice, Parent may require such Stockholder to make a cash payment to Parent in the amount (the "Cash Payment Amount") equal to the amount by which (A) the Market Price (as defined below) exceeds (B) the Per Share Cash Amount, multiplied by the sum of (i) the number of such Stockholder's Shares and (ii) the number of such Stockholder's New Shares. Upon receipt of such notice, the Stockholder shall be permitted to sell a sufficient number of Shares to pay the Cash Payment Amount, if Stockholder shall, within five business days of such notice, sell such Shares, provided that Stockholder shall use reasonable best efforts to achieve good execution and shall consult with Parent with respect to the manner of disposition. The term "Market Price" shall mean the closing price (as measured by the last completed trade) for shares of Common Stock on the date of Parent's election, or if Stockholder elects to sell Shares to pay the Cash Payment Amount and has complied with the proviso to the immediately preceding sentence, the average price per Share actually realized in such sale. 4.

Cash Election. (a) In lieu of exercising the Option, by notice, Parent may require such Stockholder to make a cash payment to Parent in the amount (the "Cash Payment Amount") equal to the amount by which (A) the Market Price (as defined below) exceeds (B) the Per Share Cash Amount, multiplied by the sum of (i) the number of such Stockholder's Shares and (ii) the number of such Stockholder's New Shares. Upon receipt of such notice, the Stockholder shall be permitted to sell a sufficient number of Shares to pay the Cash Payment Amount, if Stockholder shall, within five business days of such notice, sell such Shares, provided that Stockholder shall use reasonable best efforts to achieve good execution and shall consult with Parent with respect to the manner of disposition. The term "Market Price" shall mean the closing price (as measured by the last completed trade) for shares of Common Stock on the date of Parent's election, or if Stockholder elects to sell Shares to pay the Cash Payment Amount and has complied with the proviso to the immediately preceding sentence, the average price per Share actually realized in such sale. 4.