Further Agreements of Parent and Merger Sub. (a) Parent and Merger Sub hereby agree that, in the event that Merger Sub purchases the Subject Shares pursuant to the Option, as promptly as practicable thereafter, Merger Sub will, and Parent will cause Merger Sub to, make a tender offer for the remaining Shares to the stockholders of the Company (the consummation of which shall be subject only to the condition that no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of such tender offer) pursuant to which the stockholders of the Company (other than the Company, any direct or indirect subsidiary of the Company or Parent or Merger Sub) will receive an amount of cash consideration per Share equal to $15.00, and will take such actions as may be necessary or appropriate in order to effectuate such tender offer at the earliest practicable time.
(b) Subject to the last sentence of this Section 5(b), if, after purchasing the Subject Shares pursuant to the Option, Merger Sub or any of its affiliates has not acquired the remaining Shares, Merger Sub or any of its affiliates receives any cash or non-cash consideration in respect of the Subject Shares in connection with a Third Party Business Combination (as defined below) during the period commencing on the date of the Option Closing and ending on the first anniversary thereof, Merger Sub shall promptly pay over to the Stockholders, as an addition to the Subject Shares Purchase Price, (x) one-half of the excess, if any, of such consideration over the aggregate Subject Shares Purchase Price paid for the Subject Shares which are sold by Merger Sub hereunder less (y) the sum of (I) the amount of taxes payable or to be payable by Merger Sub (as estimated by Merger Sub in good faith) in connection with such Third Party Business Combination (it being intended and understood that Merger Sub retain one-half of the after-tax profit from such sale taking into account any adjustment to basis resulting from the payment required by this section), and (II) the amount of expenses of Merger Sub in connection herewith and the Merger Agreement and in connection with such Third Party Business Combination, and (II) the pro rata portion (based on share holdings) of all capital contributions to and retained earnings of the Company from the date of date of the Option Closing through the date of the Third Party Business Com...
Further Agreements of Parent and Merger Sub. (a) Follow-Up Offer. Parent and Merger Sub hereby agree that, in the event that Merger Sub purchases the Subject Shares pursuant to the Option, as promptly as practicable thereafter, Merger Sub will, and Parent will cause Merger Sub to, make a tender and exchange offer for the remaining Shares to the stockholders of the Company pursuant to which the stockholders of the Company (other than the Company, any direct or indirect subsidiary of the Company or Parent or Merger Sub) would be entitled to receive either, at the election of each such stockholder, (x) not less than $7.00 per Share in cash or (y) not less than 0.40 Subordinate Shares per Share.
