Common use of Surrender of Options Clause in Contracts

Surrender of Options. (a) Grantee may, at any time following a Repurchase Event and prior to the occurrence of an Exercise Termination Event (or such later period as provided in Section 10), relinquish the Option (together with any Option Shares issued to and then owned by Grantee) to Issuer in exchange for a cash fee equal to the Surrender Price; provided, however, that Grantee may not exercise its rights pursuant to this Section 14 if Issuer has repurchased the Option (or any portion thereof) or any Option Shares pursuant to Section 7. The “Surrender Price” shall be equal to $22 million (i) plus, if applicable, Grantee’s purchase price with respect to any Option Shares being so relinquished and (ii) minus, if applicable, the sum of (1) the excess of (A) the net cash amounts, if any, received by Grantee pursuant to the arms’ length sale of Option Shares (or any other securities into which such Option Shares were converted or exchanged) to any unaffiliated party, over (B) Grantee’s purchase price of such Option Shares, and (2) the net cash amounts, if any, received by Grantee pursuant to an arms’ length sale of any portion of the Option sold. (b) Grantee may exercise its right to relinquish the Option and any Option Shares pursuant to this Section 14 by surrendering to Issuer, at its principal office, a copy of this Agreement together with certificates for Option Shares, if any, accompanied by a written notice stating (i) that Grantee elects to relinquish the Option and Option Shares, if any, in accordance with the provisions of this Section 14 and (ii) the Surrender Price. The Surrender Price shall be payable in immediately available funds on or before the second business day following receipt of such notice by Issuer. (c) To the extent that Issuer is prohibited under applicable law or regulation, or as a consequence of administrative policy, from paying the Surrender Price to Grantee in full, Issuer shall immediately so notify Grantee and thereafter deliver or cause to be delivered, from time to time, to Grantee, the portion of the Surrender Price that it is no longer prohibited from paying, within five business days after the date on which Issuer is no longer so prohibited; provided, however, that if Issuer at any time after delivery of a notice of surrender pursuant to paragraph (b) of this Section 14 is prohibited under applicable law or regulation, or as a consequence of administrative policy, from paying to Grantee the Surrender Price in full, (i) Issuer shall (A) use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to make such payments, (B) within five days of the submission or receipt of any documents relating to any such regulatory and legal approvals, provide Grantee with copies of the same, and (c) keep Grantee advised of both the status of any such request for regulatory and legal approvals, as well as any discussions with any relevant regulatory or other third party reasonably related to the same and (ii) Grantee may revoke such notice of surrender by delivery of a notice of revocation to Issuer and, upon delivery of such notice of revocation, the Exercise Termination Date shall be extended to a date six months from the date on which the Exercise Termination Date would have occurred if not for the provisions of this Section 14(c) (during which period Grantee may exercise any of its rights hereunder, including any and all rights pursuant to this Section 14). (d) Grantee shall have rights substantially identical to those set forth in Sections 14(a), 14(b) and 14(c) with respect to the Substitute Option and the Substitute Option Issuer during any period in which the Substitute Option Issuer would be required to repurchase the Substitute Option pursuant to Section 9.

Surrender of Options. (a) Grantee may, at any time following a Repurchase Event and prior to the occurrence of an Exercise Termination Event (or such later period as provided in Section 10), relinquish the Option (together with any Option Shares issued to and then owned by Grantee) to Issuer in exchange for a cash fee equal to the Surrender Price; provided, however, that Grantee may not exercise its rights pursuant to this Section 14 14(a) if Issuer has previously repurchased the Option (or any portion thereof) or any of the Option Shares pursuant to Section 7. The “Surrender Price” shall be equal to $22 million 39,000,000 (i) plus, if applicable, Grantee’s purchase price with respect to any Option Shares being so relinquished and (ii) minus, if applicable, the sum of (1) the excess of (A) the net cash amountsprice, if any, received by Grantee or a Grantee Subsidiary pursuant to the arms’ arm’s-length sale of Option Shares (or any other securities into which such Option Shares were converted or exchanged) to any unaffiliated party, or to Issuer pursuant to Section 7, over (B) Grantee’s purchase price of such Option Shares. For purposes of this Section 14, the term Grantee shall include all Holders and (2) in no event shall the net cash amounts, if any, received by Grantee aggregate amounts paid or payable pursuant to an arms’ length sale of any portion of this Section 14 to all Holders exceed the Option soldamount set forth in the preceding sentence as payable to Grantee. (b) Grantee may exercise its right to relinquish the Option and any Option Shares pursuant to this Section 14 by surrendering to Issuer, at its principal office, a copy of this Agreement together with certificates for Option Shares, if any, accompanied by a written notice stating (i) that Grantee elects to relinquish the Option and Option Shares, if any, in accordance with the provisions of this Section 14 and (ii) the Surrender Price. The Surrender Price shall be payable in immediately available funds on or before the second business day following receipt of such notice by Issuer. (c) To the extent that Issuer is prohibited under applicable law or regulation, or as a consequence of administrative policy, from paying the Surrender Price to Grantee in full, Issuer shall immediately so notify Grantee and thereafter deliver or cause to be delivered, from time to time, to Grantee, the portion of the Surrender Price that it is no longer prohibited from paying, within five business days after the date on which Issuer is no longer so prohibited; provided, however, that if Issuer at any time after delivery of a notice of surrender pursuant to paragraph (b) of this Section 14 is prohibited under applicable law or regulation, or as a consequence of administrative policy, from paying to Grantee the Surrender Price in full, (i) Issuer shall (A) use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to make such payments, (B) within five days of the submission or receipt of any documents relating to any such regulatory and legal approvals, provide Grantee with copies of the same, and (cC) keep Grantee advised of both the status of any such request for regulatory and legal approvals, as well as any discussions with any relevant regulatory or other third party reasonably related to the same and (ii) Grantee may revoke such notice of surrender by delivery of a notice of revocation to Issuer and, upon delivery of such notice of revocation, the Exercise Termination Date shall be extended to a date six months from the date on which the Exercise Termination Date would have occurred if not for the provisions of this Section 14(c) (during which period Grantee may exercise any of its rights hereunder, including any and all rights pursuant to this Section 14). (d) Grantee shall have rights substantially identical to those set forth in Sections 14(a), 14(b) and 14(c) with respect to the Substitute Option and the Substitute Option Issuer during any period in which the Substitute Option Issuer would be required to repurchase the Substitute Option pursuant to Section 9.

Surrender of Options. (a) Grantee mayAcquirer shall, at any time following a Repurchase Event and prior to no later than the occurrence second regularly-scheduled payroll date of an Exercise Termination Event (or such later period as provided in Section 10)Acquirer that is no more than 31 days after the Closing Date, relinquish cause the Option (together with any Option Shares issued Payments to and then owned by Grantee) be paid to Issuer each Company Optionholder holding Vested In the Money Options, less an amount in exchange for a cash fee equal to such Company Optionholder’s Pro Rata Share of the Surrender Price; providedHoldback Amount and the Expense Fund Amount, however, that Grantee may not exercise its rights pursuant to this Section 14 if Issuer has repurchased the Option (or any portion thereof) or any Option Shares pursuant to Section 7. The “Surrender Price” which amount shall be equal to $22 million (i) plusin the case of Option Payments made to Company Optionholders who were employees of the Company for employment Tax purposes (“Employee Optionholders”), if applicablebe paid through the Surviving Corporation’s payroll system in accordance with Acquirer’s standard payroll practices, Grantee’s purchase price with respect and subject to any Option Shares being so relinquished required withholding for applicable Taxes and (ii) minus, if applicable, in the sum of (1) the excess of (A) the net cash amounts, if any, received by Grantee pursuant to the arms’ length sale case of Option Shares (or any other securities into which such Option Shares Payments made to Company Optionholders who were converted or exchanged) to any unaffiliated party, over (B) Grantee’s purchase price of such Option Shares, and (2) the net cash amounts, if any, received by Grantee pursuant to an arms’ length sale of any portion not employees of the Company for employment Tax purposes (“Non-Employee Optionholders”), through the Paying Agent; provided that such payment to such Company Optionholder shall be made only if such Company Optionholder shall have delivered a duly executed waiver and acknowledgement substantially in the form of Exhibit H attached here to (the “Option sold. (b) Grantee may exercise its right Waiver”). Acquirer shall, no later than the second regularly-scheduled payroll date of Acquirer that is no more than 31 days after the Closing Date, cause the Promised Option Payments to relinquish be paid to each Promised Optionholder, less an amount in cash equal to such Promised Optionholder’s Pro Rata Share of the Option Holdback Amount and any Option Shares pursuant to this Section 14 by surrendering to Issuerthe Expense Fund Amount, at its principal office, a copy of this Agreement together with certificates for Option Shares, if any, accompanied by a written notice stating which amount shall (i) that Grantee elects in the case of Promised Option Payments made to relinquish Promised Optionholders who were employees of the Option and Option SharesCompany for employment Tax purposes (“Employee Promised Optionholders”), if any, be paid through the Surviving Corporation’s payroll system in accordance with the provisions of this Section 14 Acquirer’s standard payroll practices, and subject to any required withholding for applicable Taxes and (ii) in the Surrender Price. The Surrender Price case of Promised Option Payments made to Promised Optionholders who were not employees of the Company for employment Tax purposes (“Non-Employee Promised Optionholders”), be paid through the Paying Agent; provided that such payment to such Promised Optionholder shall be payable in immediately available funds on or before the second business day following receipt of made only if such notice by Issuer. (c) To the extent that Issuer is prohibited under applicable law or regulation, or as a consequence of administrative policy, from paying the Surrender Price to Grantee in full, Issuer shall immediately so notify Grantee and thereafter deliver or cause to be delivered, from time to time, to Grantee, the portion of the Surrender Price that it is no longer prohibited from paying, within five business days after the date on which Issuer is no longer so prohibited; provided, however, that if Issuer at any time after delivery of a notice of surrender pursuant to paragraph (b) of this Section 14 is prohibited under applicable law or regulation, or as a consequence of administrative policy, from paying to Grantee the Surrender Price in full, (i) Issuer shall (A) use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to make such payments, (B) within five days of the submission or receipt of any documents relating to any such regulatory and legal approvals, provide Grantee with copies of the same, and (c) keep Grantee advised of both the status of any such request for regulatory and legal approvals, as well as any discussions with any relevant regulatory or other third party reasonably related to the same and (ii) Grantee may revoke such notice of surrender by delivery of a notice of revocation to Issuer and, upon delivery of such notice of revocation, the Exercise Termination Date shall be extended to a date six months from the date on which the Exercise Termination Date would have occurred if not for the provisions of this Section 14(c) (during which period Grantee may exercise any of its rights hereunder, including any and all rights pursuant to this Section 14). (d) Grantee Promised Optionholder shall have rights substantially identical to those set forth in Sections 14(a), 14(b) and 14(c) with respect to the Substitute delivered a duly executed Promised Option and the Substitute Option Issuer during any period in which the Substitute Option Issuer would be required to repurchase the Substitute Option pursuant to Section 9Waiver.