Common use of Exercise Closing Clause in Contracts

Exercise Closing. TriZetto shall have the right to purchase all but not less than all of the First Refusal Shares on the Offer Terms; PROVIDED that TriZetto shall be required to pay all consideration for the First Refusal Shares in cash in the event that the Offer Terms include any non-cash consideration. The cash payable with respect to any non-cash consideration shall be the fair market value of such non-cash consideration as mutually agreed by the parties. TriZetto may exercise such right by giving written notice (a "TRIZETTO ACCEPTANCE NOTICE") to IMS, within 20 days after the date of receipt by TriZetto of a Right of First Refusal Notice, which shall state that TriZetto is electing to purchase all of the First Refusal Shares on the Offered Terms. The TriZetto Acceptance Notice shall constitute an irrevocable commitment to purchase from IMS or such Affiliate the First Refusal Shares on the Offer Terms and the other terms and conditions set forth in this Section 6. The closing of any purchase by and sale to TriZetto of the First Refusal Shares shall take place, to the extent legally practicable, on such date that is no less than 5 and no more than 30 days following the date of the TriZetto Acceptance Notice, as TriZetto and IMS shall mutually agree. The closing shall be held at 10:00 a.m., local time, at the principal office of TriZetto. At such closing: (i) IMS shall deliver to TriZetto certificates representing the First Refusal Shares being sold (or affidavits of loss in lieu thereof), free and clear of any Lien; (ii) TriZetto shall deliver to IMS the cash consideration to be paid for such First Refusal Shares in accordance with this Section 6.1(b); and (iii) IMS and TriZetto shall execute or cause to be executed such other documents and take or cause to be taken such other actions as shall be reasonably necessary to consummate the purchase and sale of the First Refusal Shares on the terms contemplated by the Offer Terms and the other terms and conditions set forth in this Section. TriZetto and IMS each will pay any costs that it incurs in complying with the obligations set forth in this paragraph.

Exercise Closing. TriZetto shall have (i) The Knowltons may exercise the right to purchase all Purchase Right in one or more transactions, but not less than in each case the total number of shares being purchased must be purchased in each such transaction pro rata from all of the First Refusal Shares Stockholders based on the Offer Terms; PROVIDED that TriZetto relative Number of Shares set forth in the Table set forth in Section 1 hereof. The obligations of the Stockholders under this Agreement are several and not joint and (x) no Stockholder shall be responsible or liable for any failure by any other Stockholder to deliver such other Stockholder’s pro rata share or to otherwise abide by any obligations of such other Stockholder arising under the terms of this Agreement and (y) no Stockholder shall be required to pay all consideration for sell or deliver any Shares to the First Refusal Shares in cash in Knowltons other than their pro rata portion of the event that aggregate shares covered by each respective exercise of the Offer Terms include Purchase Right. (ii) If, at any non-cash consideration. The cash payable with respect time and from time to any non-cash consideration time, the Knowltons desire to exercise the Purchase Right, the Knowltons shall be deliver to the fair market value of such non-cash consideration as mutually agreed by the parties. TriZetto may exercise such right by giving Stockholders a written notice signed by both the Knowltons (a "TRIZETTO ACCEPTANCE NOTICE"A) declaring the exercise thereof, (B) designating the number of shares to IMSbe purchased, within 20 days after and (C) designating how the date of receipt by TriZetto of a Right of First Refusal shares to be purchased are to be allocated between the Knowltons (the “Purchase Exercise Notice, which shall state that TriZetto is electing to purchase all ”). (iii) Each of the First Refusal Shares on Stockholders shall, at the Offered Terms. The TriZetto Acceptance Notice shall constitute an irrevocable commitment to purchase from IMS or such Affiliate the First Refusal Shares on the Offer Terms and the other terms and conditions set forth in this Section 6. The closing of any purchase by purchase, represent and sale to TriZetto of the First Refusal Shares shall take place, warrant to the extent legally practicableKnowltons that (A) the Stockholder has full right, on such date that is no less than 5 title and no more than 30 days following interest in and to the date of subject shares, (B) the TriZetto Acceptance NoticeStockholder has all the necessary power and authority and has taken all necessary action to sell the subject shares, as TriZetto and IMS shall mutually agree. The closing shall be held at 10:00 a.m., local time, at (C) the principal office of TriZetto. At such closing: (i) IMS shall deliver to TriZetto certificates representing the First Refusal Shares being sold (or affidavits of loss in lieu thereof), subject shares are free and clear of any Lien; and all mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than (i) those arising as a result of or under the terms of this Agreement and (ii) TriZetto shall deliver to IMS the cash consideration any restrictions that may continue to be paid for such First Refusal applicable under that certain Stockholders Agreement dated as of June 30, 2014 by and among the Company, the Knowltons, the Stockholders, certain other holders of Common Stock and the Investors (as therein defined), as amended by that certain Amendment No. 1 to the Stockholders Agreement dated as of October 21, 2015 and as may have been further amended subsequent to the date of this Agreement (as so amended, the “Stockholders Agreement”). (iv) The closing of any sale of Shares in accordance with pursuant to this Section 6.1(b); and (iii) IMS and TriZetto 2 shall execute or cause to be executed such other documents and take or cause to be taken such other actions as shall be reasonably necessary to consummate place no later than 30 days following receipt by the purchase and sale Stockholders of the First Refusal Shares on Purchase Exercise Notice. The Knowltons shall give the terms contemplated by Stockholders at least 10 days’ written notice of the Offer Terms and proposed date of closing (the other terms and conditions set forth in this Section. TriZetto and IMS each will pay any costs that it incurs in complying with the obligations set forth in this paragraph“Purchase Right Closing Date”).

Exercise Closing. TriZetto (a) Grantee or any other person that shall have become a holder of the right Option in accordance with the terms of this Agreement (such person being referred to purchase all herein as the "HOLDER") may exercise the Option, in whole only, if, but not less than only if, the Termination Amount provided for in Section 8.3 of the Merger Agreement has become payable (a "TRIGGERING EVENT") and notice of such exercise is received prior to the occurrence of an Exercise Termination Event (as hereinafter defined); PROVIDED, HOWEVER, that a Triggering Event will be deemed to occur if all of the First Refusal Shares conditions prerequisite to the payment of the Termination Amount pursuant to Section 8.3(a) of the Merger Agreement have been satisfied except for the consummation of the transaction described in such Section 8.3(a). For purposes of clarification, the date of a Triggering Event shall not be the date on which the Offer Terms; PROVIDED that TriZetto Termination Amount is paid, but the date on which the Termination Amount becomes payable. (b) Each of the following shall be required to pay all consideration for an "EXERCISE TERMINATION EVENT": (i) the First Refusal Shares in cash Effective Time (as defined in the event that Merger Agreement); or (ii) termination of the Offer Terms include any non-cash consideration. The cash payable Merger Agreement in accordance with respect the provisions thereof if such termination occurs prior to any non-cash consideration shall be the fair market value occurrence of a Triggering Event and at the time of such non-cash consideration as mutually agreed by termination the parties. TriZetto may exercise such right by giving written notice conditions prerequisite to a Triggering Event occurring in the future are incapable of being fulfilled; or (a "TRIZETTO ACCEPTANCE NOTICE"iii) to IMS, within 20 the passage of 30 days after the date of the Triggering Event; or (iv) November 9, 1999, if all governmental and regulatory approvals for Grantee to exercise its rights under this Section 2 shall not then have been obtained or if an injunction or similar legal prohibition on exercise shall then be in effect; or (v) the receipt by TriZetto Grantee of the Termination Amount. (c) Issuer shall notify Grantee promptly in writing of the occurrence of any Triggering Event, it being understood that the giving of such notice by Issuer shall not be a condition to the right of the Holder to exercise the Option. (d) In the event the Holder is entitled to and wishes to exercise the Option, it shall send to Issuer a written notice (the date of which being herein referred to as the "NOTICE DATE") specifying a place and date not earlier than two business days nor later than twenty business days from the Notice Date for the closing of such purchase of the applicable Option Amount of Shares (the "CLOSING DATE"); provided, that the Closing Date may be extended by the Holder until November 9, 1999 to the extent provided in clauses (i) and (ii) of Section 7. (e) At the closing referred to in subsection (d) of this Section 2, the Holder shall (i) pay to Issuer the aggregate purchase price for the shares of Common Stock purchased pursuant to the exercise of the Option in immediately available funds by wire transfer to a bank account designated by Issuer, PROVIDED that failure or refusal of Issuer to designate such a bank account shall not preclude the Holder from exercising the Option by delivery of a Right certified check or bank draft and (ii) present and surrender this Agreement to Issuer. (f) At such closing, simultaneously with the delivery of First Refusal Noticeimmediately available funds as provided in subsection (e) of this Section 2, which Issuer shall deliver to the Holder a certificate or certificates representing the number of shares of Common Stock purchased by the Holder. (g) Certificates for Common Stock delivered at a closing hereunder may be endorsed with a restrictive legend that shall read substantially as follows: "The shares represented by this certificate have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state that TriZetto is electing securities law, and such securities may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to purchase all an effective registration statement or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the First Refusal Shares on Securities Act and applicable state securities laws." It is understood and agreed that the Offered Terms. The TriZetto Acceptance Notice above legend shall constitute an irrevocable commitment be removed by delivery of substitute certificate(s) without such reference if the Holder shall have delivered to purchase Issuer a copy of a letter from IMS or such Affiliate the First Refusal Shares on the Offer Terms and the other terms and conditions set forth in this Section 6. The closing of any purchase by and sale to TriZetto staff of the First Refusal Shares shall take placeSecurities and Exchange Commission, or an opinion of counsel, in form and substance reasonably satisfactory to Issuer, to the extent legally practicable, on effect that such date that legend is no less than 5 and no more than 30 days following the date not required for purposes of the TriZetto Acceptance NoticeSecurities Act or other applicable securities laws. (h) Upon the giving by the Holder to Issuer of the written notice of exercise of the Option provided for under subsection (f) of this Section 2 and the tender of the applicable purchase price in immediately available funds, as TriZetto and IMS shall mutually agree. The closing the Holder shall be held at 10:00 a.m.deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, local time, at notwithstanding that the principal office stock transfer books of TriZetto. At such closing: (i) IMS Issuer shall deliver to TriZetto then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the First Refusal Shares being sold (or affidavits Holder. Holder shall pay all expenses, and any and all United States federal, state and local taxes and other charges that may be payable in connection with the preparation, issue and delivery of loss in lieu thereof), free and clear of any Lien; (ii) TriZetto shall deliver to IMS the cash consideration to be paid for such First Refusal Shares in accordance with stock certificates under this Section 6.1(b); and (iii) IMS and TriZetto shall execute or cause to be executed such other documents and take or cause to be taken such other actions as shall be reasonably necessary to consummate 2 in the purchase and sale name of the First Refusal Shares on the terms contemplated by the Offer Terms and the other terms and conditions set forth in this Section. TriZetto and IMS each will pay any costs that it incurs in complying with the obligations set forth in this paragraphHolder or its assignee, transferee or designee.