Common use of Second Transaction Clause in Contracts

Second Transaction. In the event that, after the date of this Agreement, Parent, HoldCo or Merger Sub increases the amount of the Offer Price to be paid for the Subject Shares (a “Second Transaction”), the Company Stockholder hereby waives, and shall cause each of his, her or its Affiliates who beneficially own or own of record any Subject Shares, to either execute and deliver to Parent such documents or instruments as may be necessary to waive, the right to receive the amount of such increase to the extent that such increase would constitute Profit, provided that in the event the Company Stockholder or its Affiliates shall receive the Second Transaction Consideration notwithstanding such waiver or failure to provide any such waiver, the Company Stockholder shall tender and pay, or cause to be tendered and paid, to Parent, or its designee, in immediately available funds, or if the Second Transaction Consideration does not entirely consist of cash, at the Company Stockholder’s option, in a proportionate amount of all such consideration, and promptly after receipt thereof, the Profit realized by the Company Stockholder from such Second Transaction.

Second Transaction. In the event that, after the date of this Agreement, Parent, HoldCo or Merger Sub increases the amount of the Offer Price to be paid for the Subject Shares (a “Second Transaction”), the Company Stockholder hereby waives, and shall cause each of his, her or its Affiliates who beneficially own or own of record any Subject Shares, to either execute and deliver to Parent such documents or instruments as may be necessary to waive, the right to receive the amount of such increase to the extent that such increase would constitute Profit, provided that in the event the Company Stockholder or its Affiliates shall receive the Second Transaction Consideration notwithstanding such waiver or failure to provide any such waiver, the Company Stockholder shall tender and pay, or cause to be tendered and paid, to Parent, or its designee, in immediately available funds, or if the Second Transaction Consideration does not entirely consist of cash, at the Company Stockholder’s option, in a proportionate amount of all such consideration, and promptly after receipt thereof, the Profit realized by the Company Stockholder from such Second Transaction.