Common use of Limitation of Grantee Profit Clause in Contracts

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 herein or in the Merger this Agreement, in no event shall Grantee's Total Profit (as defined below) exceed $1.25 billion 25.0 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 Shares subject to the Option (and any Substitute Option), (ii) deliver to Issuer, or the Substitute Issuer, as the case may be, Issuer for cancellation shares of Issuer Common Stock or Substitute Common Stock, as the case may be Shares (or other securities into which such Option Shares are converted or exchanged)) previously purchased by Grantee, (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. . (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares Option Shares as would, as of the date of exerciseany Notice Date, result in a Notional Total Profit (as defined below) of more than the Maximum Profit Amount and, if exercise of the Option otherwise would otherwise result in the Notional Total Profit exceeding such amount, Grantee, in at its discretion, may take (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 131 hereof. (c) For purposes of this Agreement, "Total Profit" shall mean: ------------