Limitation of Grantee Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $55,000,000 and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Common Stock subject to this Option, (ii) deliver to the Issuer for cancellation Option Shares previously purchased by Grantee, (iii) pay cash to the Issuer, or (iv) any combination thereof, so that Grantee's actually realized Total Profit shall not exceed $55,000,000 after taking into account the foregoing actions.
(b) As used herein, the term "TOTAL PROFIT" shall mean the amount (before taxes) of the following: (a) the aggregate amount of (i) (x) the net cash amounts received by Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party within 12 months from the exercise of this Option with respect to such Option Shares, less (y) the Grantee's purchase price of such Option Shares, (ii) any amounts received by Grantee on the transfer of the Option (or any portion thereof) to any unaffiliated party, if permitted hereunder, (iii) any equivalent amount with respect to the Substitute Option, and (iv) the amount received by Grantee pursuant to Section 9.3 of the Merger Agreement; MINUS (b) the amount of cash paid to the Issuer pursuant to this Section 12 plus the value of the Option Shares delivered to the Issuer for cancellation.
Limitation of Grantee Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) (the "Profit Cap") and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Common Stock subject to this Option, (ii) deliver to the Issuer for cancellation Option Shares previously purchased by, or Termination Fee Shares (or other securities into which such Termination Fee Shares are converted or exchanged) to Grantee (valued, for the purposes of this Section 12(a) at the average closing sales price per share of Common Stock (or if there is no sale on such date then the average between the closing bid and ask prices on any such day) as reported by the Nasdaq National Market for the five (5) consecutive trading days preceding the day on which the Grantee's Total Profit exceeds the Profit Cap, (iii) pay cash to the Issuer, (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereof, so that Grantee's actually realized Total Profit shall not exceed the Profit Cap after taking into account the foregoing actions.
(b) As used herein, the term "Total Profit" shall mean the amount (before taxes) of the following: (a) the aggregate amount of (i) (x) the net cash amounts received by Grantee pursuant to the sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares are converted or exchanged) to any unaffiliated party or to Issuer pursuant to this Agreement, less (y) the Grantee's purchase price of such Option Shares or other securities, (ii) any amounts received by Grantee on the transfer of the Option (or any portion thereof), if permitted hereunder, and (iii) the amount received by Grantee pursuant to Section 7.2 of the Merger Agreement; minus (b) the amount of cash theretofore paid to the Issuer pursuant to this Section 12 plus the value of the Option Shares or Termination Fee Shares or other securities theretofore delivered to the Issuer for cancellation pursuant to this Section 12.
Limitation of Grantee Profit. (a) Notwithstanding any other provision herein or in the Merger Agreement, in no event shall Grantee's Total Profit (as defined below) exceed $1.25 billion (the "Maximum Profit"), and, if it otherwise would exceed such amount, Grantee, at its sole discretion, shall either (i) reduce the number of shares subject to the Option (and any Substitute Option), (ii) deliver to Issuer, or the Substitute Issuer, as the case may be, for cancellation shares of Issuer Common Stock or Substitute Common Stock, as the case may be (or other securities into which such Option Shares are converted or exchanged), (iii) pay cash to Issuer, or the Substitute Issuer, as the case may be, (iv) reduce the amount of the Section 8 Repurchase Consideration or Section 9 Repurchase Consideration or (v) any combination of the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) of more than the Maximum Profit and, if exercise of the Option would otherwise result in the Notional Total Profit exceeding such amount, Grantee, in its discretion, may take any of the actions specified in this Section 13
Limitation of Grantee Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $25,000,000 and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Common Stock subject to this Option, (ii) deliver to the Issuer for cancellation Option Shares previously purchased by Grantee, (iii) pay cash to the Issuer, or (iv) any combination thereof, so that Grantee's actually realized Total Profit shall not exceed $25,000,000 after taking into account the foregoing actions.
(b) As used herein, the term "Total Profit" shall mean the amount (before taxes) of the following:
Limitation of Grantee Profit. Notwithstanding any other provision herein, in no event shall Grantee's Total Profit (as defined below) exceed $15 million (the "Maximum Profit") and, if it otherwise would exceed such amount, Grantee, at its sole discretion, shall either (i) reduce the number of Shares subject to the Option, (ii) deliver to Issuer for cancellation Shares (or other securities into which such Option Shares are converted or exchanged), (iii) pay cash to Issuer, or (iv) any combination of the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.
Limitation of Grantee Profit. (a) Notwithstanding any other provision in this Agreement and the Merger Agreement, in no event shall Grantee's Total Profit (as defined below) exceed $25,000,000 (the "Maximum Profit") and, if Grantee's Total
Limitation of Grantee Profit. (a) Notwithstanding any other provision in this Agreement and the Merger Agreement, in no event shall Grantee's Total
Limitation of Grantee Profit i. Notwithstanding any other provision herein, in no event shall Grantee's Total Profit (as defined below) exceed $38,000,000, exclusive of any reimbursement of expenses pursuant to Section 7.3 of the Merger Agreement (the "Maximum Profit"), and, if it otherwise would exceed such amount, Grantee, at its sole discretion, shall either (1) reduce the number of shares subject to the Option (and any Substitute Option), (2) deliver to Issuer, or the Substitute Issuer, as the case may be, for cancellation shares of Issuer Common Stock or Substitute Common Stock, as the case may be (or other securities into which such Option Shares are converted or exchanged), (3) pay cash to Issuer, or the Substitute Issuer, as the case may be, or (4) any combination of the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.
ii. For purposes of this Agreement, "Total Profit" shall mean:
Limitation of Grantee Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) exceed in the aggregate $7,278,000 and, if it otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Company Common Stock subject to this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by Grantee, (iii) pay cash to the Company, or (iv) any combination thereof, so that Grantee's actually realized Total Profit shall not exceed in the aggregate $7,278,000 after taking into account the foregoing actions.
(b) As used herein, the term "Total Profit" shall mean the sum of (i) ------------
Limitation of Grantee Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $19 million.
(b) As used herein, the term "Total Profit" shall mean the sum of (before taxes) (i) the net cash amounts received by Grantee pursuant to Section 8 and (ii) the amount received by Grantee pursuant to Section 9.1(b) of the Merger Agreement.
