Common use of Resale of Option Shares Clause in Contracts

Resale of Option Shares. If, within 12 months following the acquisition by Parent of the Option Shares, Parent or any of its affiliates sells, transfers or otherwise disposes of any or all of the Option Shares to any third party (other than to an affiliate of Parent) (a "Subsequent Sale") and realizes a Profit (as defined below) from such Subsequent Sale, then Parent shall pay to the Stockholder an amount equal to 95% of the Profit promptly upon receipt of the proceeds from such Subsequent Sale. For purposes of this Section 3(b), "Profit" shall mean (A) the amount of the excess, if any, of (x) the aggregate consideration received by Parent or its affiliates in connection with a Subsequent Sale over (y) the product of (i) the number of Shares sold, transferred or disposed of multiplied by (ii) the Purchase Price less (B) any taxes or any other payment of any nature due or payable by Parent with respect to the amount specified in clause (A), other than Parent's or the Purchaser's expenses incurred in connection with the negotiation, execution and delivery of this Agreement and the Merger