Common use of Compensation for Transaction Services Clause in Contracts

Compensation for Transaction Services. As compensation for the Transaction Services, and subject to the second sentence of this paragraph (c), in connection with each Transaction that is consummated, MergerCo, on behalf of itself and the other members of the Company Group (subject to the provisions of Section 3(e)), shall pay CD&R a fee (a “Transaction Fee”) equal to 1.0% of the Transaction Value of such Transaction, or such lesser amount as CD&R and MergerCo, on behalf of itself and the other members of the Company Group, may agree. The members of the Company Group may agree to pay a Transaction Fee in excess of 1.0% of the Transaction Value of a Transaction, but only with the approval of a majority of the Disinterested Directors. As used herein, “Transaction Value” means the total value of the applicable Transaction, including, without limitation, the aggregate amount of the cash funds and the aggregate value of the other securities or obligations required to complete such Transaction (excluding any fees payable pursuant to this paragraph (c)), including any indebtedness, guarantees, capital stock or similar items issued or made to facilitate, and the amount of any revolving credit or other liquidity facilities or arrangements established in connection with, such Transaction or assumed, refinanced or left outstanding in connection with or immediately following such Transaction. For purposes of calculating a Transaction Fee, the value of any securities included in the Transaction Value will be determined by the average of the last sales prices for such securities on the five trading days ending five days prior to the consummation of the applicable Transaction, provided that if such securities do not have an existing public trading market, the value of the securities shall be their fair market value as mutually agreed between CD&R and MergerCo, on behalf of itself and the other members of the Company Group, on the day prior to consummation of such Transaction. For the avoidance of doubt, (i) CD&R may not charge, and the Company Group shall not be obligated to pay, any Transaction Fee (or portion thereof) that it is not permitted to be paid under the Amended and Restated Limited Partnership Agreement of the CD&R Fund, as amended, restated, waived or otherwise modified from time to time, and (ii) no Transaction Fee shall be payable to CD&R in respect of the Initial Services.

Compensation for Transaction Services. As compensation for the Transaction Services, and subject to the second sentence of this paragraph (c), in connection with each Transaction that is consummated, MergerCothe Company shall, or shall cause one or more of its Affiliates to, on behalf of itself and the other members of the Company Group (subject to the provisions of Section 3(e))Group, shall pay CD&R Manager a fee (a “Transaction Fee”) equal to 1.01% of the Transaction Value of such TransactionValue, or such more or lesser amount as CD&R Manager and MergerCothe Company, on behalf of itself and the other members of the Company Group, may from time to time agree. The members of the Company Group may agree to pay a , provided that, any Transaction Fee shall not be less than any Facilitation and Implementation Fee (as defined in excess of 1.0% of the Transaction Value of a Transaction, but only Implementation and Facilitation Agreement) payable in connection with such transaction to Implementation and Facilitation Manager under the approval of a majority of the Disinterested DirectorsImplementation and Facilitation Agreement. As used herein, “Transaction Value” means the total value of the applicable Transaction, including, without duplication, (x) in the case of any Transaction involving an acquisition, merger, sale or disposition of assets or equity interests of any member of the Company Group or any other similar Transaction, the aggregate purchase price payable in connection with such Transaction, including, without limitation, the aggregate amount of the cash funds and the aggregate value of the other securities or obligations required to complete such Transaction (excluding any fees payable pursuant to this paragraph (c)Section 3(b) or pursuant to Section 3(a) of the Implementation and Facilitation Agreement), including any indebtedness, guarantees, capital stock or similar items issued or made to facilitate, and the amount of any revolving credit or other liquidity facilities or arrangements established in connection with, such Transaction or assumed, refinanced or left outstanding in connection with or immediately following such Transaction and (y) in connection with any capital raising Transaction, the aggregate proceeds of such Transaction (including the unfunded portion of any revolving credit or other liquidity facilities or arrangements established in connection with, such Transaction). For purposes of calculating a Transaction Fee, the value of any securities included in the Transaction Value will be determined by the average of the last sales prices for such securities on the five trading days ending five days prior to the consummation of the applicable Transaction, provided that if such securities do not have an existing public trading market, the value of the securities shall be their fair market value as mutually reasonably agreed between CD&R Manager and MergerCothe Company, on behalf of itself and the other members of the Company Group, on the day prior to consummation of such Transaction. For the avoidance of doubt, (i) CD&R may not charge, and the Company Group shall not be obligated to pay, any Transaction Fee (or portion thereof) that it is not permitted to be paid under the Amended and Restated Limited Partnership Agreement of the CD&R Fund, as amended, restated, waived or otherwise modified from time to time, and (ii) no Transaction Fee shall be payable to CD&R in respect of the Initial Services.

Compensation for Transaction Services. As compensation for the Transaction Services, and subject to the second sentence of this paragraph (c), in connection with each Transaction that is consummated, MergerCothe Company shall, or shall cause one or more of its Affiliates to, on behalf of itself and the other members of the Company Group (subject to the provisions of Section 3(e))Group, shall pay CD&R Manager a fee (a “Transaction Fee”) equal to 1.0% of the Transaction Value of such TransactionValue, or such lesser amount as CD&R Manager and MergerCothe Company, on behalf of itself and the other members of the Company Group, may agree. The Company, on behalf of the members of the Company Group Group, may agree to pay a Transaction Fee in excess of 1.0% of the Transaction Value of a Transaction, but only with the approval of a majority subject to Unanimous Board Approval if required pursuant to Section 2.3(c)(iii) of the Stockholders Agreement or, if not required thereunder, Disinterested DirectorsApproval. As used herein, “Transaction Value” means the total value of the applicable Transaction, including, without limitation, the aggregate amount of the cash funds and the aggregate value of the other securities or obligations required to complete such Transaction (excluding any fees payable pursuant to this paragraph (cSection 3(c)), including any indebtedness, guarantees, capital stock or similar items issued or made to facilitate, and the amount of any revolving credit or other liquidity facilities or arrangements established in connection with, such Transaction or assumed, refinanced or left outstanding in connection with or immediately following such Transaction. For purposes of calculating a Transaction Fee, the value of any securities included in the Transaction Value will be determined by the average of the last sales prices for such securities on the five trading days ending five days prior to the consummation of the applicable Transaction, provided that if such securities do not have an existing public trading market, the value of the securities shall be their fair market value as mutually reasonably agreed between CD&R Manager and MergerCothe Company, on behalf of itself and the other members of the Company Group, on the day prior to consummation of such Transaction. For the avoidance of doubt, (i) CD&R may not charge, and the Company Group shall not be obligated to pay, any Transaction Fee (or portion thereof) that it is not permitted to be paid under the Amended and Restated Limited Partnership Agreement of the CD&R Fund, as amended, restated, waived or otherwise modified from time to time, and (ii) no Transaction Fee shall be payable to CD&R in respect of the Initial Services.