Common use of RESALE SUBSEQUENT TO THE EFFECTIVE TIME Clause in Contracts

RESALE SUBSEQUENT TO THE EFFECTIVE TIME. Subsequent to the Effective Time, Purchaser agrees that, if prior to the first anniversary of the date of this Agreement, the Purchaser or any assignee of the Purchaser, the Company or the Surviving Corporation (as defined in the Merger Agreement) enters into an agreement to (i) sell or exchange all or substantially all of the Common Stock of the Company or the Surviving Corporation to or with, or (ii) merge or consolidate the Company or the Surviving Corporation to, an unaffiliated third party, Purchaser or any assignee of the Purchaser, the Company and the Surviving Corporation will jointly promptly pay Stockholder an amount equal to fifty percent (50%) of the product of (y) the difference between the Aggregate Transaction Value (as defined below) received for such subsequent transaction and $62,000,000 and (z) a fraction, the numerator of which is the number of Shares and the denominator of which is the number equal to the total of (1) the number of shares of Common Stock of the Company issued and outstanding as of the Effective Time plus (2) the number of shares of Common Stock of the Company underlying stock options for which the option holder is entitled to payment under Section 1.3(e) of the Merger Agreement plus (3) the number of share equivalents for which the participant under the Directors' Deferred Compensation Plan is entitled to payment under Section 1.3(f) of the Merger Agreement. For the purposes of this Section 5(e), "Aggregate Transaction Value" shall mean the sum of the aggregate consideration received by the sellers in the transaction (reduced by the present value of any future or contingent obligations retained by the sellers) plus the aggregate liabilities assumed by the acquiring party in the transaction. If the Purchaser or any assignee of the Purchaser, the Company or the Surviving Corporation receives consideration other than cash, the Purchaser may elect to pay the amount due the Stockholder under this Section 5(e) in like kind consideration or in cash.