Common use of Limitation of Grantee Profit Clause in Contracts

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 of in this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) 2 billion (the "Profit CapMaximum Profit") and, if it otherwise would exceed such amount, the Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock Shares subject to this the 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 Option 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 previously purchased 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, or (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap after taking into account the foregoing actions. (b) As used hereinNotwithstanding any other provision of this Agreement, the term Option may not be exercised for a number of Option Shares as would, as of any Notice Date, result in a Notional Total Profit (as defined below) of more than the Maximum Amount and, if exercise of the Option otherwise would result in the Notional Total Profit exceeding such amount, Grantee, at its discretion, may (in addition to any of the actions specified in Section 10(a) above) (i) reduce the number of Shares subject to the Option or (ii) increase the Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Maximum Profit; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 1 hereof. (c) For purposes of this Agreement, "Total Profit" shall mean mean: (i) the aggregate amount (before taxes) of the following: (aA) the aggregate amount any excess of (i) (x) the net cash amounts or fair market value of any property received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) to any unaffiliated party or to Issuer pursuant to this Agreement, less over (y) the Grantee's aggregate purchase price of for such Option Shares (or other securities), plus (iiB) any amounts received by Grantee on the transfer repurchase of the Option by Issuer pursuant to Section 7, plus (or C) any portion thereof), if permitted hereunder, termination fee paid by Issuer and (iii) the amount received by Grantee pursuant to Section 7.2 7.2(b) of the Merger Agreement; , minus (bii) the amount amounts of any cash theretofore previously paid by Grantee to the Issuer pursuant to this Section 12 10 plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered by Grantee to the Issuer for cancellation pursuant to this Section 1210.

Limitation of Grantee Profit. (a) Notwithstanding any other provision of in this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) 2 billion (the "Profit CapMaximum Profit") and, if it otherwise would exceed such amount, the Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock Shares subject to this the 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 Option 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 previously purchased 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, or (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap after taking into account the foregoing actions. (b) As used hereinNotwithstanding any other provision of this Agreement, the term Option may not be exercised for a number of Option Shares as would, as of any Notice Date, result in a Notional Total Profit (as defined below) of more than the Maximum Amount and, if exercise of the Option otherwise would result in the Notional Total Profit exceeding such amount, Grantee, at its discretion, may (in addition to any of the actions specified in Section 10(a) above) (i) reduce the number of Shares subject to the Option or (ii) increase the Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Maximum Profit; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 1 hereof. (c) For purposes of this Agreement, "Total Profit" shall mean mean: (i) the aggregate amount (before taxes) of the following: (aA) the aggregate amount any excess of (i) (x) the net cash amounts or fair market value of any property received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) to any unaffiliated party or to Issuer pursuant to this Agreement, less over (y) the Grantee's aggregate purchase price of for such Option Shares (or other securities), plus (iiB) any amounts received by Grantee on the transfer repurchase of the Option by Issuer pursuant to Section 7, plus (or C) any portion thereof), if permitted hereunder, termination fee paid by Issuer and (iii) the amount received by Grantee pursuant to Section 7.2 7.2(c) of the Merger Agreement; , minus (bii) the amount amounts of any cash theretofore previously paid by Grantee to the Issuer pursuant to this Section 12 10 plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered by Grantee to the Issuer for cancellation pursuant to this Section 1210.

Limitation of Grantee Profit. (a) Notwithstanding any other provision of in this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) 635 million (the "Profit CapMaximum Profit") and, if it otherwise would exceed such amount, the Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock Shares subject to this the 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 Option 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 previously purchased 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, or (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap after taking into account the foregoing actions. (b) As used hereinNotwithstanding any other provision of this Agreement, the term Option may not be exercised for a number of Option Shares as would, as of any Notice Date, result in a Notional Total Profit (as defined below) of more than the Maximum Profit and, if exercise of the Option otherwise would result in the Notional Total Profit exceeding such amount, Grantee, at its discretion, may (in addition to any of the actions specified in Section 10(a) above) (i) reduce the number of Shares subject to the Option or (ii) increase the Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Maximum Profit; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 1 hereof. (c) For purposes of this Agreement, "Total Profit" shall mean mean: (i) the aggregate amount (before taxes) of the following: (aA) the aggregate amount any excess of (i) (x) the net cash amounts or fair market value of any property received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) to any unaffiliated party or to Issuer pursuant to this Agreement, less over (y) the Grantee's aggregate purchase price of for such Option Shares (or other securities), plus (iiB) any amounts received by Grantee on the transfer repurchase of the Option by Issuer pursuant to Section 7, plus (or C) any portion thereof), if permitted hereunder, termination fee paid by Issuer and (iii) the amount received by Grantee pursuant to Section 7.2 7.2(b) of the Merger Agreement; , minus (bii) the amount amounts of any cash theretofore previously paid by Grantee to the Issuer pursuant to this Section 12 10 plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered by Grantee to the Issuer for cancellation pursuant to this Section 1210.

Limitation of Grantee Profit. (a) Notwithstanding any other provision of in this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) 635 million (the "Profit CapMaximum Profit") and, if it otherwise would exceed such amount, the Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock Shares subject to this the 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 Option 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 previously purchased 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, or (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap after taking into account the foregoing actions. (b) As used hereinNotwithstanding any other provision of this Agreement, the term Option may not be exercised for a number of Option Shares as would, as of any Notice Date, result in a Notional Total Profit (as defined below) of more than the Maximum Profit and, if exercise of the Option otherwise would result in the Notional Total Profit exceeding such amount, Grantee, at its discretion, may (in addition to any of the actions specified in Section 10(a) above) (i) reduce the number of Shares subject to the Option or (ii) increase the Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Maximum Profit; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 1 hereof. (c) For purposes of this Agreement, "Total Profit" shall mean mean: (i) the aggregate amount (before taxes) of the following: (aA) the aggregate amount any excess of (i) (x) the net cash amounts or fair market value of any property received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) to any unaffiliated party or to Issuer pursuant to this Agreement, less over (y) the Grantee's aggregate purchase price of for such Option Shares (or other securities), plus (iiB) any amounts received by Grantee on the transfer repurchase of the Option by Issuer pursuant to Section 7, plus (or C) any portion thereof), if permitted hereunder, termination fee paid by Issuer and (iii) the amount received by Grantee pursuant to Section 7.2 7.2(c) of the Merger Agreement; , minus (bii) the amount amounts of any cash theretofore previously paid by Grantee to the Issuer pursuant to this Section 12 10 plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered by Grantee to the Issuer for cancellation pursuant to this Section 1210.

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") 220,000,000.00 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 by Grantee (valued, for the purposes of this Section 12(a10(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 The Nasdaq National Market for the five (5) twenty consecutive trading days preceding the day on which the Grantee's Total Profit exceeds the Profit Cap$220,000,000.00), (iii) pay cash to the Issuer, or (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 $220,000,000.00 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 securitiesShares, (ii) any amounts received by Grantee on the transfer of the Option (or any portion thereof)) to any unaffiliated party, if permitted hereunderhereunder or to Issuer pursuant to this Agreement, 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 10 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 1210.

Limitation of Grantee Profit. (a) Notwithstanding any other provision of this herein or in the Merger Agreement, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars an amount equal to five percent (5%) of the product of the number of Company Shares issued and outstanding as of the date of the Merger Agreement multiplied by $230,454,545.00) 72.50 (the "Profit CapMaximum Profit") ), and, if it otherwise would exceed such amount, the Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock subject to this the Option (and any Substitute Option), (ii) deliver to Company, or the Issuer Substitute Company, as the case may be, for cancellation Option shares of Company Common Shares previously purchased byor Substitute Common Stock, or Termination Fee Shares as the case may be (or other securities into which such Termination Fee Option 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 Company, or the IssuerSubstitute Company, as the case may be, (iv) reduce the number amount of Termination Fee Shares to be paid by the Grantee Section 8 Repurchase Consideration or Section 9 Repurchase Consideration or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap 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 (a) so that the Notional Total Profit shall not exceed the Maximum Profit; provided, that nothing in this sentence shall restrict any subsequent exercise of the Option which at such time complies with this sentence. (b) As used hereinFor purposes of this Agreement, the term "Total Profit" shall mean mean: (i) the aggregate amount (before taxes) of the following: (aA) the aggregate amount excess of (i) (x) the net cash amounts or fair market value of any property received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) ), other than to any unaffiliated party a wholly-owned subsidiary of Grantee, or to Issuer a repurchase of Option Shares by Company pursuant to this AgreementSection 8 hereof, less after payment of applicable brokerage or sales commissions and discounts, over (y) the Grantee's aggregate purchase price of for such Option Shares (or other securities), plus (iiB) any all amounts received by Grantee on upon the transfer repurchase of the Option by Company pursuant to Section 8 hereof, plus (or C) all equivalent net amounts with respect to the Substitute Option and any portion thereof)amounts paid pursuant to Section 7(f) hereof, if permitted hereunder, and plus (iiiD) the amount all amounts theretofore received by Grantee pursuant to Section 7.2 4.8 of the Merger Agreement; , minus (bii) the amount all amounts of cash theretofore previously paid to the Issuer Company pursuant to this Section 12 13(a) plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered to the Issuer Company for cancellation pursuant to Section 13(a), which value shall be deemed to be the aggregate Purchase Price paid for such Option Shares (or other securities). For purposes of this Agreement, "Notional Total Profit" with respect to any number of shares as to which Grantee may propose to exercise the Option shall be the Total Profit, determined as of the date of such proposed exercise assuming that the Option were exercised on such date for such number of shares, and assuming that such shares, together with all other Option Shares held by Grantee and its affiliates as of such date, were sold for cash at the closing market price for the Company Common Shares as of the close of business on the preceding trading day (less customary brokerage commissions). For purposes of this Section 1213, transactions by a wholly-owned subsidiary transferee of Grantee in respect of the Option or Option Shares transferred to it shall be treated as if made by Grantee.

Limitation of Grantee Profit. (a) Notwithstanding any other provision of in this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) 5,100,000 (the "Profit CapMaximum Profit") and, if it otherwise would exceed such amount, the Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock Shares subject to this the 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 Option 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 previously purchased 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, or (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap after taking into account the foregoing actions. (b) As used hereinNotwithstanding any other provision of this Agreement, the term Option may not be exercised for a number of Option Shares as would, as of any Notice Date, result in a Notional Total Profit (as defined below) of more than the Maximum Profit and, if exercise of the Option otherwise would result in the Notional Total Profit exceeding such amount, Grantee, at its discretion, may (in addition to any of the actions specified in Section 10(a) above) (i) reduce the number of Shares subject to the Option or (ii) increase the Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Maximum Profit; PROVIDED that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 1 hereof. (c) For purposes of this Agreement, "Total Profit" shall mean mean: (i) the aggregate amount (before taxes) of the following: (aA) the aggregate amount any excess of (i) (x) the net cash amounts or fair market value of any property received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) to any unaffiliated party or to Issuer pursuant to this Agreement, less over (y) the Grantee's purchase price of aggregate Purchase Price for such Option Shares (or other securities), plus (iiB) any amounts received by Grantee on the transfer repurchase of the Option by Issuer pursuant to Section 7, plus (or C) any portion thereof), if permitted hereunder, Termination Fee paid by Issuer and (iii) the amount received by Grantee pursuant to Section 7.2 4.9 of the Merger Agreement; , minus (bii) the amount amounts of any cash theretofore previously paid by Grantee to the Issuer pursuant to this Section 12 10 plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered by Grantee to the Issuer for cancellation pursuant to this Section 1210.

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. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall affect the ability of Grantee to receive nor relieve Issuer's obligation to pay a fee pursuant to Section 7.2 of the Merger Agreement; provided that if Total Profit received by Grantee would exceed the Profit Cap following the receipt of such fee, Grantee shall be obligated to comply with the terms of Section 12(a) within five (5) days of the later of (i) the date of receipt of such fee and (ii) the date of receipt of the net cash 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) pursuant to this Agreement.

Limitation of Grantee Profit. (a) Notwithstanding any other provision of in this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) 25.0 million (the "Profit CapMaximum Profit") and, if it otherwise would exceed such amount, the Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock Shares subject to this the 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 Option 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 previously purchased 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, or (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap after taking into account the foregoing actions. (b) As used hereinNotwithstanding any other provision of this Agreement, the term Option may not be exercised for a number of Option Shares as would, as of any Notice Date, result in a Notional Total Profit (as defined below) of more than the Maximum Amount and, if exercise of the Option otherwise would result in the Notional Total Profit exceeding such amount, Grantee, at its discretion, may (in addition to any of the actions specified in Section 10(a) above) (i) reduce the number of Shares subject to the Option or (ii) increase the Purchase Price for that number of Option Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed the Maximum Profit; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 1 hereof. (c) For purposes of this Agreement, "Total Profit" shall mean mean: (i) the aggregate amount (before taxes) of the following: (aA) the aggregate amount any excess of (i) (x) the net cash amounts or fair market value of any property received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) to any unaffiliated party or to Issuer pursuant to this Agreement, less over (y) the Grantee's aggregate purchase price of for such Option Shares (or other securities), plus (iiB) any amounts received by Grantee on the transfer repurchase of the Option by Issuer pursuant to Section , plus (or C) any portion thereof), if permitted hereunder, termination fee paid by Issuer and (iii) the amount received by Grantee pursuant to Section 7.2 7.2(b) of the Merger Agreement; , minus (bii) the amount amounts of any cash theretofore previously paid by Grantee to the Issuer pursuant to this Section 12 10 plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered by Grantee to the Issuer for cancellation pursuant to this Section 1210.

Limitation of Grantee Profit. (aA) Notwithstanding any other provision of this herein or in the Merger Agreement, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) (the "Profit Cap") Maximum Profit, and, if it otherwise would exceed such amount, the Grantee, at its the sole electiondiscretion of Issuer, shall either (i) reduce the number of shares of Common Stock subject to this the 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 shares 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 CapStock, (iii) pay cash to the Issuer, or (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap after taking into account the foregoing actions. (bB) As used hereinNotwithstanding any other provision herein or in the Merger Agreement, the term Option may not be exercised for a number of shares of Common Stock 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 a Notional Total Profit exceeding such amount, Grantee, at the sole discretion of Issuer, shall either (i) reduce the number of shares subject to the Option, (ii) deliver to Issuer for cancellation shares of Common Stock, (iii) pay cash to Issuer, or (iv) any combination of the foregoing, so that the Notional Total Profit shall not exceed the Maximum Profit. (C) For purposes of this Agreement, "Total Profit" shall mean the aggregate amount (before taxes) of the following: (a) the aggregate amount of (i) (x) the excess of the net cash amounts received by Grantee pursuant to or fair market value of the sale Shares over (ii) the sum of Option Shares or Termination Fee Grantee's aggregate purchase price for such 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 securities). For purposes of this Agreement, less (y) "Notional Total Profit" with respect to any number of shares as to which Grantee may propose to exercise the Grantee's purchase price Option shall be the Total Profit, determined as of the date of such proposed exercise assuming that the Option were exercised on such date for such number of shares, and assuming that such shares, together with all other Shares or other securities, (ii) any amounts received held by Grantee and its affiliates as of such date, were sold for cash at the closing market price for the Common Stock as of the close of business 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 12preceding trading day.

Limitation of Grantee Profit. (a) Notwithstanding any other provision of this Agreement---------------------------- herein, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) 275 million (the "Profit CapMaximum Profit") and, if it otherwise would exceed such amount, the --------------- Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock Shares subject to this the 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 Option 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, or (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap after taking into account the foregoing actions. (b) As used hereinFor purposes of this Agreement, the term "Total Profit" shall mean the amount (before taxes) of the followingmean: (ai) the ------------ aggregate amount of (iA) any excess of (x) the net cash amounts received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) (including amounts paid to any unaffiliated party or to Grantee in respect of Option Shares repurchased by Issuer pursuant to this Agreement, less Section 7) over (y) the Grantee's aggregate purchase price of for such Option Shares (or other securities), plus (iiB) any amounts received by Grantee on the transfer repurchase of the Option by Issuer pursuant to Section 7, plus (or C) any portion thereof), if permitted hereunder, and (iii) the amount Termination Fee received by Grantee pursuant to Section 7.2 7.2(b) of the Merger Agreement; , minus (bii) the amount amounts of any cash theretofore previously paid by Grantee to the Issuer pursuant to this Section 12 10 plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered by Grantee to the Issuer for cancellation pursuant to this Section 1210.

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") 220,000,000.00 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 by Grantee (valued, for the purposes of this Section 12(a10(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 The New York Stock Exchange for the five (5) twenty consecutive trading days preceding the day on which the Grantee's Total Profit exceeds the Profit Cap$220,000,000.00), (iii) pay cash to the Issuer, or (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 $220,000,000.00 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 securitiesShares, (ii) any amounts received by Grantee on the transfer of the Option (or any portion thereof)) to any unaffiliated party, if permitted hereunderhereunder or to Issuer pursuant to this Agreement, 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 10 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 1210.

Limitation of Grantee Profit. (a) Notwithstanding any other provision of this herein or in the Merger Agreement, in no event shall the Grantee's ’s Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) (the "Profit Cap") Maximum Profit, and, if it otherwise would exceed such amount, the Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock subject to this the Option (and any Substitute Option), (ii) deliver to Issuer, or the Issuer Substitute Issuer, as the case may be, for cancellation Option Shares previously purchased byshares of Issuer Common Stock or Substitute Common Stock, or Termination Fee Shares as the case may be (or other securities into which such Termination Fee Option 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 Issuer, or the Substitute Issuer, as the case may be, (iv) reduce the number amount of Termination Fee Shares to be paid by the Grantee Section 8 Repurchase Consideration or Section 9 Repurchase Consideration or (v) any combination thereofof the foregoing, so that Grantee's ’s actually realized Total Profit shall not exceed the Maximum Profit Cap 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(a) so that the Notional Total Profit shall not exceed the Maximum Profit; provided that nothing in this sentence shall restrict any subsequent exercise of the Option which at such time complies with this sentence. (b) As used hereinFor purposes of this Agreement, the term "“Total Profit" ” shall mean mean: (i) the aggregate amount (before taxes) of the following: (aA) the aggregate amount excess of (i) (x) the net cash amounts or fair market value of any property received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) ), other than to any unaffiliated party a wholly-owned Subsidiary of Grantee, or to a repurchase of Option Shares by Issuer pursuant to this AgreementSection 8 hereof, less after payment of applicable brokerage or sales commissions and discounts, over (y) the Grantee's ’s aggregate purchase price of for such Option Shares (or other securities), plus (iiB) any all amounts received by Grantee on upon the transfer repurchase of the Option by Issuer pursuant to Section 8 hereof, plus (or C) all equivalent net amounts with respect to the Substitute Option and any portion thereof)amounts paid pursuant to Section 7(f) hereof, if permitted hereunder, and plus (iiiD) the amount all amounts received by Grantee pursuant to Section 7.2 7.2(b) of the Merger Agreement; , minus (bii) the amount all amounts of cash theretofore previously paid to the Issuer pursuant to this Section 12 13(a) plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered to the Issuer for cancellation pursuant to Section 13(a), which value shall be deemed to be the aggregate Purchase Price paid for such Option Shares (or other securities). For purposes of this Agreement, “Notional Total Profit” with respect to any number of shares as to which Grantee may propose to exercise the Option shall be the Total Profit, determined as of the date of such proposed exercise assuming that the Option were exercised on such date for such number of shares, and assuming that such shares, together with all other Option Shares held by Grantee and its affiliates as of such date, were sold for cash at the closing market price for the Issuer Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions). For purposes of this Section 1213, transactions by a wholly-owned Subsidiary transferee of Grantee in respect of the Option or Option Shares transferred to it shall be treated as if made by Grantee.

Limitation of Grantee Profit. (a) Notwithstanding any other provision of this herein or in the Merger Agreement, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) (the "Profit Cap") Maximum Profit, and, if it otherwise would exceed such amount, the Grantee, at its the sole electiondiscretion of Issuer, shall either (i) reduce the number of shares of Common Stock subject to this the 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 shares 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 CapStock, (iii) pay cash to the Issuer, or (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap after taking into account the foregoing actions. (b) As used hereinNotwithstanding any other provision herein or in the Merger Agreement, the term Option may not be exercised for a number of shares of Common Stock 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 a Notional Total Profit exceeding such amount, Grantee, at the sole discretion of Issuer, shall either (i) reduce the number of shares subject to the Option, (ii) deliver to Issuer for cancellation shares of Common Stock, (iii) pay cash to Issuer, or (iv) any combination of the foregoing, so that the Notional Total Profit shall not exceed the Maximum Profit. (c) For purposes of this Agreement, "Total Profit" shall mean the aggregate amount (before taxes) of the following: (a) the aggregate amount of (i) (x) the excess of the net cash amounts received by Grantee pursuant to or fair market value of the sale Shares over (ii) the sum of Option Shares or Termination Fee Grantee's aggregate purchase price for such 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 securities). For purposes of this Agreement, less (y) "Notional Total Profit" with respect to any number of shares as to which Grantee may propose to exercise the Grantee's purchase price Option shall be the Total Profit, determined as of the date of such proposed exercise assuming that the Option were exercised on such date for such number of shares, and assuming that such shares, together with all other Shares or other securities, (ii) any amounts received held by Grantee and its affiliates as of such date, were sold for cash at the closing market price for the Common Stock as of the close of business 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 12preceding trading day.

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") 220,000,000.00 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 by Grantee (valued, for the purposes of this Section 12(a10(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 The Nasdaq National Market for the five (5) twenty consecutive trading days preceding the day on which the Grantee's Total Profit exceeds the Profit Cap$220,000,000.00), (iii) pay cash to the Issuer, or (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 $220,000,000.00 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 securitiesShares, (ii) any amounts received by Grantee on the transfer of the Option (or any portion thereof)) to any unaffiliated party, if permitted hereunderhereunder or to Issuer pursuant to this Agreement, 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 10 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 1210.

Limitation of Grantee Profit. (a) Notwithstanding any other provision of this Agreementherein, in no event shall the Grantee's Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) 57.5 million (the "Profit CapMaximum Profit") ), and, if it otherwise would exceed such amount, the Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock subject to this the Option (and any Substitute Option), (ii) deliver to Issuer, or the Issuer Substitute Issuer, as the case may be, for cancellation Option Shares previously purchased byshares of Issuer Common Stock or Substitute Common Stock, or Termination Fee Shares as the case may be (or other securities into which such Termination Fee Option 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, or the Substitute Issuer, as the case may be, or (iv) reduce the number of Termination Fee Shares to be paid by the Grantee or (v) any combination thereofof the foregoing, so that Grantee's actually realized Total Profit shall not exceed the Maximum Profit Cap 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 $57.5 million 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(a); provided, that nothing in this sentence shall restrict any subsequent exercise of the Option which at such time complies with this sentence. (b) As used hereinFor purposes of this Agreement, the term "Total Profit" shall mean the amount (before taxes) of the followingmean: (ai) the aggregate amount of (iA) the excess of (x) the net cash amounts received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) to any unaffiliated third party or to a repurchase of Option Shares by Issuer pursuant to this Agreementhereto, less over (y) the Grantee's aggregate purchase price of for such Option Shares (or other securities), plus (iiB) any all amounts received by Grantee on the transfer of the Option to an unaffiliated third party (whether upon repurchase by Issuer pursuant hereto or any portion thereofotherwise), if permitted hereunderplus (C) all equivalent amounts with respect to the Substitute Option, and plus (iiiD) the amount all amounts received by Grantee pursuant to Section 7.2 Sections 8.2(b) and (c) of the Merger Agreement; , minus (bii) the amount all amounts of cash theretofore previously paid to the Issuer pursuant to this Section 12 13(b) plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered to the Issuer for cancellation pursuant to this Section 1213(b). For purposes of this Agreement, "Notional Total Profit" with respect to any number of shares as to which Grantee may propose to exercise the Option, shall be the Total Profit, determined as of the date of such proposed exercise assuming that the Option were exercised on such date for such number of shares, and assuming that such shares, together with all other Option Shares held by Grantee and its affiliates as of such date, were sold for cash at the closing market price for the Issuer Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions).

Limitation of Grantee Profit. (a) Notwithstanding any other provision of this herein or in the Merger Agreement, in no event shall the Grantee's ’s Total Profit (as hereinafter defineddefined below) exceed Two Hundred Thirty Million Four Hundred Fifty-Four Thousand Five Hundred Forty-Five dollars ($230,454,545.00) (the "Profit Cap") Maximum Profit, and, if it otherwise would exceed such amount, the Grantee, at its sole electiondiscretion, shall either (i) reduce the number of shares of Common Stock subject to this the Option (and any Substitute Option), (ii) deliver to Issuer, or the Issuer Substitute Issuer, as the case may be, for cancellation Option Shares previously purchased byshares of Issuer Common Stock or Substitute Common Stock, or Termination Fee Shares as the case may be (or other securities into which such Termination Fee Option 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 Issuer, or the Substitute Issuer, as the case may be, (iv) reduce the number amount of Termination Fee Shares to be paid by the Grantee Section 8 Repurchase Consideration or Section 9 Repurchase Consideration or (v) any combination thereofof the foregoing, so that Grantee's ’s actually realized Total Profit shall not exceed the Maximum Profit Cap 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(a) so that the Notional Total Profit shall not exceed the Maximum Profit; provided that nothing in this sentence shall restrict any subsequent exercise of the Option which at such time complies with this sentence. (b) As used hereinFor purposes of this Agreement, the term "“Total Profit" ” shall mean mean: (i) the aggregate amount (before taxes) of the following: (aA) the aggregate amount excess of (i) (x) the net cash amounts or fair market value of any property received by Grantee pursuant to the a sale of Option Shares or Termination Fee Shares (or any other securities into which such Option Shares or Termination Fee Shares shares are converted or exchanged) ), other than to any unaffiliated party a wholly-owned Subsidiary of Grantee, or to a repurchase of Option Shares by Issuer pursuant to this AgreementSection 8 hereof, less after payment of applicable brokerage or sales commissions and discounts, over (y) the Grantee's ’s aggregate purchase price of for such Option Shares (or other securities), plus (iiB) any all amounts received by Grantee on upon the transfer repurchase of the Option by Issuer pursuant to Section 8 hereof, plus (or C) all equivalent net amounts with respect to the Substitute Option and any portion thereof)amounts paid pursuant to Section 7(f) hereof, if permitted hereunder, and plus (iiiD) the amount all amounts received by Grantee pursuant to Section 7.2 7.2(c) of the Merger Agreement; , minus (bii) the amount all amounts of cash theretofore previously paid to the Issuer pursuant to this Section 12 13(a) plus the value of the Option Shares or Termination Fee Shares (or other securities theretofore securities) previously delivered to the Issuer for cancellation pursuant to Section 13(a), which value shall be deemed to be the aggregate Purchase Price paid for such Option Shares (or other securities). For purposes of this Agreement, “Notional Total Profit” with respect to any number of shares as to which Grantee may propose to exercise the Option shall be the Total Profit, determined as of the date of such proposed exercise assuming that the Option were exercised on such date for such number of shares, and assuming that such shares, together with all other Option Shares held by Grantee and its affiliates as of such date, were sold for cash at the closing market price for the Issuer Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions). For purposes of this Section 1213, transactions by a wholly-owned Subsidiary transferee of Grantee in respect of the Option or Option Shares transferred to it shall be treated as if made by Grantee.