Common use of Subsequent Sales Clause in Contracts

Subsequent Sales. If the Purchaser (or any of its wholly owned or majority owned subsidiaries) acquires shares of PharMerica Stock pursuant to Section 2(c) and, during the Operative Period, sells any or all of such shares (the "Sold Shares") to an individual or entity that is not affiliated with the Purchaser at a price per share (excluding assumed liabilities and valuing any non-cash asset at its fair market value, it being understood that any dispute with respect to such fair market value shall be resolved by a valuation firm mutually acceptable to the Purchaser and the PharMerica Shareholders) (such price, the "Sale Price") that is greater than the Exercise Price, the Purchaser shall pay to the PharMerica Shareholders (such payment to be allocated between the PharMerica Shareholders in proportion to the relative number of shares of PharMerica Stock sold by each such entity pursuant to Section 2(c)) an amount equal to the amount, if any, by which the Stock Appreciation exceeds the Net Carrying/Tax Costs. For purposes of this Agreement, (w) the term "Stock Appreciation" shall mean the Profit multiplied by the number of Sold Shares, (x) the term "Profit" shall mean the amount by which the Sale Price exceeds the Exercise Price (or, if the Purchaser has paid to the PharMerica Shareholders any amount pursuant to Section 3(c), the sum of the Exercise Price and the per share amount paid by the Purchaser pursuant to Section 3(c)) and (y) the term "Carrying/Tax Costs" shall mean the sum of (i) interest on the amount paid by the Purchaser pursuant to Section 2(c), from the date of the Closing to the date on which the Sold Shares are sold, at an implied interest rate equal to the weighted average interest rate paid by the Purchaser on bank borrowings during such period and (ii) all federal and state taxes payable by the Purchaser with respect to the sale of the Sold Shares (provided that the Purchaser uses commercially reasonable efforts to minimize its tax liability with respect to such sale), and (z) the term "Net Carrying/Tax Costs" shall mean the difference between the Carrying/Tax Costs and the amount of any dividends or distributions paid by the Purchaser on the Sold Shares during the period from the date of the Closing to the date they are sold.

Subsequent Sales. If From the Purchaser date hereof until ninety (or 90) days after the Closing Date, without the consent of the Required Holders (as defined below), neither the Company nor any of its wholly owned or majority owned subsidiaries) acquires Subsidiary shall issue shares of PharMerica Common Stock or Common Stock Equivalents (as defined below). Notwithstanding the foregoing, the provisions of this Section 7(g) shall not apply to (i) the issuance of the Series A Convertible Preferred Stock pursuant to Section 2(cthe terms of the Preferred Stock Purchase Agreement (as in effect on the date hereof) and, during or the Operative Period, sells any or all of such shares (the "Sold Shares") to an individual or entity that is not affiliated with the Purchaser at a price per share (excluding assumed liabilities and valuing any non-cash asset at its fair market value, it being understood that any dispute with respect to such fair market value shall be resolved by a valuation firm mutually acceptable to the Purchaser and the PharMerica Shareholders) (such price, the "Sale Price") that is greater than the Exercise Price, the Purchaser shall pay to the PharMerica Shareholders (such payment to be allocated between the PharMerica Shareholders in proportion to the relative number issuance of shares of PharMerica Common Stock sold by each such entity upon the automatic conversion of the Series A Convertible Preferred Stock pursuant to Section 2(cthe Designations (as in effect on the date hereof)) an amount equal to the amount, if any, by which the Stock Appreciation exceeds the Net Carrying/Tax Costs. For purposes of this Agreement, ; (wii) the term "issuance of Common Stock Appreciation" shall mean or Common Stock Equivalents upon the Profit multiplied conversion or exercise of any securities of the Company or a subsidiary outstanding on the date hereof, provided that the terms of such security are not amended after the date hereof to decrease the exercise price or increase the Common Stock or Common Stock Equivalents receivable upon the exercise, conversion or exchange thereof or (iii) the issuance of any Common Stock or Common Stock Equivalents pursuant to any Company equity incentive plan approved by the number of Sold Shares, (x) the term "Profit" shall mean the amount by which the Sale Price exceeds the Exercise Price (or, if the Purchaser has paid to the PharMerica Shareholders any amount pursuant to Section 3(c), the sum Company’s stockholders and in place as of the Exercise Price and the per share amount paid by the Purchaser pursuant to Section 3(c)) and (y) the term "Carrying/Tax Costs" shall mean the sum of date hereof. As used herein, “Required Holders” means, (i) interest on prior to Closing, (A) each Purchaser agreeing to purchase at least $1,000,000 of Securities and (B) the amount paid by the Purchaser pursuant Purchasers agreeing to Section 2(c), from the date purchase a majority of the Closing Securities to the date on which the Sold Shares are soldbe sold hereunder and, at an implied interest rate equal to the weighted average interest rate paid by the Purchaser on bank borrowings during such period and (ii) all federal and state taxes payable by after the Purchaser with respect to the sale of the Sold Closing, (C) each Purchaser, or any transferee, holding at least 2,200,000 Shares (provided that the Purchaser uses commercially reasonable efforts subject to minimize its tax liability with respect to such saleadjustment for any stock split, reverse stock split or other similar transaction), and (zD) the term "Net Carrying/Tax Costs" shall mean the difference between the Carrying/Tax Costs and the amount of any dividends Purchasers, or distributions paid by the Purchaser on the Sold Shares during the period from the date their transferees, holding a majority of the Closing Shares issued hereunder. As used herein, “Common Stock Equivalents” means any securities of the Company or any subsidiary which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the date they are soldholder thereof to receive, Common Stock.

Subsequent Sales. If the Purchaser Company elects to exercise a ---------------- Subsequent Sale, in accordance with the terms and conditions set forth herein (including, without limitation, the provisions of Article VII hereof), on any Sale Notice Date the Company shall exercise a Subsequent Sale by the delivery of a Sale Notice. (i) On each Closing Date relating to a Subsequent Sale for which the Investment Amount stated in the applicable Sale Notice is less than or any equal to twice the average of its wholly owned or majority owned subsidiaries) acquires shares of PharMerica Stock pursuant to Section 2(c) and, the Daily Trading Values during the Operative Period22 Trading Day period immediately preceding the applicable Sale Notice Date, sells any or all of such shares (the "Sold Shares") to an individual or entity that is not affiliated with the Purchaser at a price per share (excluding assumed liabilities Company shall issue and valuing any non-cash asset at its fair market value, it being understood that any dispute with respect to such fair market value shall be resolved by a valuation firm mutually acceptable to the Purchaser sell and the PharMerica Shareholders) (Investor shall purchase such price, the "Sale Price") that is greater than the Exercise Price, the Purchaser shall pay to the PharMerica Shareholders (such payment to be allocated between the PharMerica Shareholders in proportion to the relative number of shares of PharMerica Common Stock sold that are determined by dividing the Investment Amount stated in the applicable Sale Notice by the applicable Purchase Price (each such entity pursuant transaction is referred to herein as a "Subsequent Share ---------------- Sale," and all such shares are referred to herein as the ---- "Sale Shares"). ----------- (ii) On each Closing Date relating to a Subsequent Sale for which the Investment Amount stated in the applicable Sale Notice is greater than twice the average of the Daily Trading Values during the 22 Trading Day period immediately preceding the applicable Sale Notice Date and subject, without limitation, to the conditions set forth in Section 2(c)) an 7.3 hereof, the Company shall issue and sell and the Investor shall purchase a Subsequent Convertible Note in a principal amount equal to the amountInvestment Amount stated in the applicable Sale Notice (each such transaction is referred to herein as a "Subsequent Note Sale"); provided, if anyhowever, by which that (A) the Stock Appreciation exceeds -------------------- -------- ------- principal amount of any Subsequent Convertible Note shall not exceed the Net Carrying/Tax Costs. For purposes lesser of this Agreement(1) the Maximum Sale Amount and (2) six times the average of the Daily Trading Values during the 22 Trading Day period immediately preceding the applicable Sale Notice Date, (wB) the term "Stock Appreciation" Company shall mean the Profit multiplied by the number of Sold Sharesnot exercise a Subsequent Note Sale on or after February 1, (x) the term "Profit" shall mean the amount by which the Sale Price exceeds the Exercise Price (or, if the Purchaser has paid to the PharMerica Shareholders any amount pursuant to Section 3(c), the sum of the Exercise Price and the per share amount paid by the Purchaser pursuant to Section 3(c)) and (y) the term "Carrying/Tax Costs" shall mean the sum of (i) interest on the amount paid by the Purchaser pursuant to Section 2(c), from the date of the Closing to the date on which the Sold Shares are sold, at an implied interest rate equal to the weighted average interest rate paid by the Purchaser on bank borrowings during such period and (ii) all federal and state taxes payable by the Purchaser with respect to the sale of the Sold Shares (provided that the Purchaser uses commercially reasonable efforts to minimize its tax liability with respect to such sale)2002, and (zC) the term "Net Carrying/Tax Costs" aggregate principal amount of all Convertible Notes shall mean not exceed $4,000,000. (iii) Notwithstanding anything set forth in this Section 2.1(b), if all of the difference between conditions set forth in Section 7.3 hereof have not been fulfilled, then (A) if the Carrying/Tax Costs applicable Sale Notice Date is prior to February 1, 2002, the applicable Sale Notice shall be null and void and no securities of the Company, including, without limitation, shares of Common Stock and Subsequent Convertible Notes, shall be issued and sold by the Company to the Investor pursuant to such Sale Notice , and (B) if the applicable Sale Notice Date is on or after February 1, 2002 and the amount Investment Amount for such Subsequent Sale is greater than twice the average of any dividends the Daily Trading Values during the 22 Trading Day period immediately preceding the applicable Sale Notice Date, then the Investment Amount for such Subsequent Sale shall, without further action on the part of the Investor or distributions paid the Company, be reduced to equal twice such average and the Company shall issue and sell and the Investor shall purchase such number of shares of Common Stock that are determined by dividing such reduced Investment Amount by the Purchaser on the Sold Shares during the period from the date of the Closing to the date they are soldapplicable Purchase Price.

Subsequent Sales. If At any time on or before the Purchaser 90th day following the Closing or at such later time as the Company and the Majority Holders (or any as defined below) may mutually agree, the Company may sell up to the balance of its wholly owned or majority owned subsidiaries) acquires shares of PharMerica Stock pursuant the Aggregate Note Amount not sold at the Closing to Section 2(c) and, during such persons as may be approved by the Operative Period, sells any or all of such shares Company (the "Sold Shares") to “Additional Purchasers”). All such sales made at any additional closings (each an individual or entity that is not affiliated with the Purchaser at a price per share (excluding assumed liabilities and valuing any non-cash asset at its fair market value“Additional Closing”), it being understood that any dispute with respect to such fair market value shall be resolved by a valuation firm mutually acceptable to made on the Purchaser terms and the PharMerica Shareholders) (such price, the "Sale Price") that is greater than the Exercise Price, the Purchaser shall pay to the PharMerica Shareholders (such payment to be allocated between the PharMerica Shareholders conditions set forth in proportion to the relative number of shares of PharMerica Stock sold by each such entity pursuant to Section 2(c)) an amount equal to the amount, if any, by which the Stock Appreciation exceeds the Net Carrying/Tax Costs. For purposes of this Agreement, (w) the term "Stock Appreciation" shall mean the Profit multiplied by the number of Sold Shares, (x) the term "Profit" shall mean the amount by which the Sale Price exceeds the Exercise Price (or, if the Purchaser has paid to the PharMerica Shareholders any amount pursuant to Section 3(c), the sum of the Exercise Price and the per share amount paid by the Purchaser pursuant to Section 3(c)) and (y) the term "Carrying/Tax Costs" shall mean the sum of (i) interest on the amount paid by representations and warranties of the Purchaser pursuant to Company set forth in Section 2(c), from the date 2 hereof shall speak as of the Closing and the Company shall have no obligation to the date on which the Sold Shares are soldupdate any such disclosure, at an implied interest rate equal to the weighted average interest rate paid by the Purchaser on bank borrowings during such period and (ii) all federal the representations and state taxes payable warranties of the Additional Purchasers in Section 3 hereof shall speak as of such Additional Closing. Schedule I may be amended by the Company without the consent of the Purchasers to include any Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signature page hereto. Any Notes sold pursuant to this Section 1(e) shall be deemed to be “Notes” for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, any Notes issued to Additional Purchasers shall be in the same form attached hereto as Exhibit A hereto and no consideration shall be offered or paid to any Additional Purchasers to purchase Securities that is not offered or paid to all Purchasers under this Agreement. Additionally, no consideration or discount shall be offered or paid to any Persons to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the sale purchase, disposition or voting of the Sold Shares (provided that the Purchaser uses commercially reasonable efforts to minimize its tax liability with respect to such sale), and (z) the term "Net Carrying/Tax Costs" shall mean the difference between the Carrying/Tax Costs and the amount of any dividends Securities or distributions paid by the Purchaser on the Sold Shares during the period from the date of the Closing to the date they are soldotherwise.

Subsequent Sales. If At any time on or before the Purchaser 180th day following the Closing or at such later time as the Company and the Majority Holders (or any as defined below) may mutually agree, the Company may sell up to the balance of its wholly owned or majority owned subsidiaries) acquires shares of PharMerica Stock pursuant the Aggregate Note Amount not sold at the Closing to Section 2(c) and, during such persons as may be approved by the Operative Period, sells any or all of such shares Company (the "Sold Shares") to “Additional Purchasers”). All such sales made at any additional closings (each an individual or entity that is not affiliated with the Purchaser at a price per share (excluding assumed liabilities and valuing any non-cash asset at its fair market value“Additional Closing”), it being understood that any dispute with respect to such fair market value shall be resolved by a valuation firm mutually acceptable to made on the Purchaser terms and the PharMerica Shareholders) (such price, the "Sale Price") that is greater than the Exercise Price, the Purchaser shall pay to the PharMerica Shareholders (such payment to be allocated between the PharMerica Shareholders conditions set forth in proportion to the relative number of shares of PharMerica Stock sold by each such entity pursuant to Section 2(c)) an amount equal to the amount, if any, by which the Stock Appreciation exceeds the Net Carrying/Tax Costs. For purposes of this Agreement, (w) the term "Stock Appreciation" shall mean the Profit multiplied by the number of Sold Shares, (x) the term "Profit" shall mean the amount by which the Sale Price exceeds the Exercise Price (or, if the Purchaser has paid to the PharMerica Shareholders any amount pursuant to Section 3(c), the sum of the Exercise Price and the per share amount paid by the Purchaser pursuant to Section 3(c)) and (y) the term "Carrying/Tax Costs" shall mean the sum of (i) interest on the amount paid by representations and warranties of the Purchaser pursuant to Company set forth in Section 2(c), from the date 2 hereof shall speak as of the Closing and the Company shall have no obligation to the date on which the Sold Shares are soldupdate any such disclosure, at an implied interest rate equal to the weighted average interest rate paid by the Purchaser on bank borrowings during such period and (ii) all federal the representations and state taxes payable warranties of the Additional Purchasers in Section 3 hereof shall speak as of such Additional Closing. Schedule I may be amended by the Purchaser Company without the consent of the Purchasers to include any Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signature page hereto. Any Notes sold pursuant to this Section 1(e) shall be deemed to be “Notes” for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, any Notes issued to Additional Purchasers shall be in the same form attached hereto as EXHIBIT A hereto and no consideration or discount shall be offered or paid to any Additional Purchasers to purchase Securities that is not offered or paid to all Purchasers under this Agreement (other than with respect to the sale amount of Warrants issued in connection therewith, which, in the case of the Sold Shares (provided that Additional Closing occurring on April 13, 2017 shall be at the rate of 333,000 per $1,000,000 of additional Notes). Additionally, no consideration shall be offered or paid to any Persons to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser uses commercially reasonable efforts by the Company and negotiated separately by each Purchaser, and is intended for the Company to minimize its tax liability treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to such sale)the purchase, disposition or voting of Securities or otherwise.” 4. This Amendment will be shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflicts of law provisions. The parties agree that any action brought by either party under or in relation to this Amendment, including without limitation to interpret or enforce any provision of this Amendment, will be brought in, and (z) each party agrees to and does hereby submit to the term "Net Carrying/Tax Costs" shall mean jurisdiction and venue of, the difference between courts of the Carrying/Tax Costs State of New York located in New York County or the United States District Court for the Southern District of New York. 5. All other terms and conditions of the Purchase Agreement will be unaffected hereby and remain in full force and effect. 6. This Amendment may only be varied by a document, in writing, of even or subsequent date of this Amendment, executed by the Company and the amount Majority Holders. 7. The provisions of any dividends or distributions paid by the Purchaser on the Sold Shares during the period from the date of the Closing this Amendment shall inure to the date they are soldbenefit of, and be binding upon, the parties to this Amendment, the Purchasers and their respective successors, assigns, heirs, executors and administrators and other legal representatives. 8. This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.