Common use of Third Party Business Combination Clause in Contracts

Third Party Business Combination. If (a) the Merger Agreement is terminated in accordance with Section 8.1(f)(ii) or Section 8.1(h) of the Merger Agreement, (b) within three months after the Merger Agreement is terminated, a contract or agreement relating to a Third Party Business Combination, as defined below, is entered into and (c) Stockholder receives, within twelve months after the Merger Agreement is terminated, from any Person (other than Parent, Purchaser or any of their affiliates) any cash or non-cash consideration in an amount per share greater than $16.00 (the "Third Party Consideration") in respect of any sale or disposition of all or any portion of the Stockholder Shares in connection with and as part of a Third Party Business Combination, then Stockholder within two (2) Business Days of receipt thereof shall pay to Parent or its designee an aggregate amount equal to fifty percent (50%) of (A) the excess of the Third Party Consideration over $16.00 multiplied by (B) the number of Stockholder Shares with respect to which such Third Party Consideration was received; provided that, (x) if the consideration received by Stockholder shall be securities listed on a national securities exchange or traded on the NASDAQ National Market ("NASDAQ"), the per share value of such consideration shall be equal to the closing price per share listed on such national securities exchange or NASDAQ National Market on the date such transaction is consummated, (y) if the consideration received by Stockholder shall be in a form other than such listed securities, the per share value shall be determined as of the date such transaction is consummated in good faith by Parent or its designee and the Stockholder or his designee or if the Parent and its designee and Stockholder and his designee cannot reach agreement, by a nationally recognized investment banking firm reasonably acceptable to the parties and (z) Stockholder will pay Parent or its designee in kind and on a pro rata basis (i.e., if the Third Party Consideration includes cash, listed securities and/or other consideration, Parent or its designee will receive its pro rata portion of each such item). The term "

Third Party Business Combination. If (a) the Merger Agreement is terminated in accordance with Section 8.1(f)(ii7.1(h) or Section 8.1(h7.1(i) of the Merger Agreement, (b) within three six months after from the termination of the Merger Agreement is terminatedthe Company shall have entered into an agreement for, and within eighteen (18) months from such consummation shall have consummated, a contract merger, consolidation, liquidation, reorganization, tender offer or agreement relating to a other business combination involving the Company or any acquisition, directly or indirectly, of at least 50% of the voting securities of, or all or substantially all of the assets of, the Company ("Third Party Business Combination, as defined below, is entered into ") and (c) Stockholder receives, within twelve months after the Merger Agreement is terminated, Shareholder receives from any Person (other than Parent, Purchaser or any of their its affiliates) any cash or non-cash consideration in an amount per share greater than $16.00 23.09 (the "Third Party Consideration") in respect of any sale or disposition of all or any portion of the Stockholder Shares in connection with and as part of a Third Party Business Combination, then Stockholder Shareholder within two (2) Business Days of receipt thereof shall pay to Parent or its designee an aggregate amount equal to fifty percent (50%) of (A) the excess of the Third Party Consideration over $16.00 23.09 multiplied by (B) the number of Stockholder Shares with respect to which such Third Party Business Consideration was received, up to $360,000; provided that, (x) if the consideration received by Stockholder Shareholder shall be securities listed on a national securities exchange or traded on the NASDAQ National Market ("NASDAQ"), the per share value of such consideration shall be equal to the closing price per share listed on such national securities exchange or NASDAQ National Market on the date such transaction is consummated, (y) if the consideration received by Stockholder Shareholder shall be in a form other than such listed securities, the per share value shall be determined by the agreement of the parties as of the date such transaction is consummated in good faith by Parent or its designee and the Stockholder or his designee or if the Parent and its designee and Stockholder and his designee cannot reach agreement, by a nationally recognized investment banking firm reasonably acceptable to the parties and (z) Stockholder Shareholder will pay Parent or its designee in kind and on a pro rata basis (i.e., if the Third Party Consideration includes cash, listed securities and/or other consideration, Parent or its designee will receive its pro rata portion of each such item). The term ".