Common use of Total Profit Clause in Contracts

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Parent's Total Profit (as hereinafter defined) exceed $34,600,000, less the amount of any Termination Fee paid pursuant to Section 7.2(b) of the Merger Agreement, and, if it otherwise would exceed such amount, Parent, at its sole election, shall either (i) reduce the number of shares of Company Common Stock subject to this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by Parent, (iii) limit the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to the Company, or (v) any combination thereof, so that Parent's actually realized Total Profit shall not exceed such amount after taking into account the foregoing actions. (b) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the amount received by Parent pursuant to the Company's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Parent pursuant to the Company's repurchase of Option Shares pursuant to Section 5.1, less (y) Parent's purchase price for such Option Shares, (iii) (x) the net cash amounts received by Parent pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Parent's purchase price of such Option Shares, (iv) any amounts received by Parent pursuant to any consummated arm's-length transfers of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Parent's Total Profit Net Company Payments (as hereinafter defined) exceed one hundred forty-eight million three hundred thousand dollars ($34,600,000148,300,000) and in no event shall Total Silknet Profits (as hereinafter defined) exceed one hundred eight-eight million three hundred thousand dollars ($188,300,000), less the amount of any Termination Fee paid pursuant to Section 7.2(b) of the Merger Agreement, and, and if it Net Company Payments or Total Silknet Profits otherwise would exceed such amountamounts, ParentSilknet, at its sole election, shall either (i) reduce the number of shares of Company Common Stock Shares subject to this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by ParentSilknet (or other securities into which such Option Shares are converted or exchanged), (iii) limit the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to the Company, Company or (viv) any combination thereof, so that ParentSilknet's actually realized Net Company Payments and Total Silknet Profit shall not exceed such amount amounts after taking into account the foregoing actions. (b) As used herein, (i) the term "Total ProfitNet Company Payments" shall mean means the aggregate amount (before taxeswithout duplication) of the following: (iA) the amount net cash amounts received by Parent Silknet from the Company pursuant to the Company's repurchase of the Option or Option Shares pursuant to Section 6(a), less (or any portion thereofin the case of the Option Shares) Silknet's purchase price for such Option Shares, and (ii) the aggregate amount actually received by Silknet from the Company (exclusive of attorneys' fees and interest) pursuant to Section 5.1, 8.03 of the Merger Agreement; and (ii) the term "Total Silknet Profit" means the aggregate amount (xwithout duplication) of (A) the amount net cash amounts received by Parent Silknet pursuant to the Company's repurchase of the Option or Option Shares pursuant to Section 5.16(a), less (yin the case of the Option Shares) ParentSilknet's purchase price for such Option Shares, (iiiB) the aggregate amount actually received by Silknet pursuant to Section 8.03 of the Merger Agreement, and (xC) the net cash amounts received by Parent Silknet pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares shares are converted or exchanged) to any other unaffiliated third party, less (y) ParentSilknet's purchase price of for such Option Shares, (iv) any amounts received by Parent pursuant to any consummated arm's-length transfers of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Parent's Total Profit Net Company Payments (as hereinafter defined) exceed one hundred forty-eight million three hundred thousand dollars ($34,600,000148,300,000) and in no event shall Total Kana Profits (as hereinafter defined) exceed one hundred eighty-eight million three hundred thousand dollars ($188,300,000), less the amount of any Termination Fee paid pursuant to Section 7.2(b) of the Merger Agreement, and, and if it Net Company Payments or Total Kana Profits otherwise would exceed such amountamounts, ParentKana, at its sole election, shall either (i) reduce the number of shares of Company Common Stock Shares subject to this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by ParentKana (or other securities into which such Option Shares are converted or exchanged), (iii) limit the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to the Company, Company or (viv) any combination thereof, so that ParentKana's actually realized Net Company Payments and Total Kana Profit shall not exceed such amount amounts after taking into account the foregoing actions. (b) As used herein, (i) the term "Total ProfitNET COMPANY PAYMENTS" shall mean means the aggregate amount (before taxeswithout duplication) of the following: (iA) the amount net cash amounts received by Parent Kana from the Company pursuant to the Company's repurchase of the Option or Option Shares pursuant to SECTION 6(a), less (or any portion thereofin the case of the Option Shares) Kana's purchase price for such Option Shares, and (ii) the aggregate amount actually received by Kana from the Company (exclusive of attorneys' fees and interest) pursuant to Section 5.1, 8.03 of the Merger Agreement; and (ii) the term "TOTAL KANA PROFIT" means the aggregate amount (xwithout duplication) of (A) the amount net cash amounts received by Parent Kana pursuant to the Company's repurchase of the Option or Option Shares pursuant to Section 5.1SECTION 6(a), less (yin the case of the Option Shares) ParentKana's purchase price for such Option Shares, (iiiB) the aggregate amount actually received by Kana pursuant to Section 8.03 of the Merger Agreement, and (xC) the net cash amounts received by Parent Kana pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares shares are converted or exchanged) to any other unaffiliated third party, less (y) ParentKana's purchase price of for such Option Shares, (iv) any amounts received by Parent pursuant to any consummated arm's-length transfers of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Parentthe Grantee's Total Profit (as hereinafter defined) exceed $34,600,000, $ 275 million less the amount of any Termination Fee fee paid pursuant to Section 7.2(b8.02(b) of the Merger Agreement, Agreement and, if it otherwise would exceed such amount, Parentthe Grantee, at its sole election, shall either (i) reduce the number of shares of Company Common Stock subject to this Option, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) limit the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to the CompanyIssuer, or (viv) any combination thereof, so that ParentGrantee's actually realized Total Profit shall not exceed such amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) of more than $275 million less the amount of any fee paid pursuant to Section 8.02(b) of the Merger Agreement; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the amount received by Parent Grantee pursuant to the CompanyIssuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.17, (ii) (x) the amount received by Parent Grantee pursuant to the CompanyIssuer's repurchase of Option Shares pursuant to Section 5.17, less (y) Parentthe Grantee's purchase price for such Option Shares, (iii) (x) the net cash amounts received by Parent Grantee pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Parentthe Grantee's purchase price of such Option Shares, (iv) any amounts received by Parent pursuant to any consummated arm's-length transfers Grantee on the transfer of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Parentthe Grantee's Total Profit (as hereinafter defined) exceed $34,600,000, the Total Profit Amount (as defined in Section 19 below) less the amount of any Termination Fee fee paid pursuant to the applicable provision of Section 7.2(b) 8.3 of the Merger Agreement, Agreement and, if it otherwise would exceed such amount, Parentthe Grantee, at its sole election, shall either (i) reduce the number of shares of Company Common Stock subject to this Option, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) limit the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to the CompanyIssuer, or (viv) any combination thereof, so that ParentGrantee's actually realized Total Profit shall not exceed such amount after taking into account the foregoing actions. The Grantee's obligation pursuant to this Section 11 shall exist whether the Option is exercised before or after any fee is paid pursuant to Section 8.3 of the Merger Agreement. (b) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) of more than the Total Profit Amount less the amount of any fee paid pursuant to the applicable provision of Section 8.3 of the Merger Agreement. (c) As used herein, the term "Total ProfitTOTAL PROFIT" shall mean the aggregate amount (before taxes) of the following: (i) the amount received by Parent pursuant to the Company's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Parent pursuant to the Company's repurchase of Option Shares pursuant to Section 5.1, less (y) Parent's purchase price for such Option Shares, (iii) (x) the net cash amounts received by Parent Grantee pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Parentthe Grantee's purchase price of such Option Shares, (ivii) any amounts received by Parent pursuant to any consummated arm's-length transfers Grantee on the transfer of the Option (or any portion thereof) to any unaffiliated party, and (viii) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall ParentGrantee's Total Profit (as hereinafter defined) exceed U.S. $34,600,000, 4,700,000 million less the amount of any Termination Fee fee paid pursuant to Section 7.2(b10(b) of the Merger Agreement, Offer Agreement and, if it otherwise would exceed such amount, ParentGrantee, at its sole election, shall either (i) reduce the number of shares of Company Common Stock Shares subject to this Option, (ii) deliver to the Company Issuer for cancellation Option Shares previously purchased by ParentGrantee, (iii) limit the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to the Company, Issuer or (viv) any combination thereof, so that ParentGrantee's actually realized Total Profit shall not exceed such amount after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) of more than U.S. $4,700,000 million less the amount of any fee paid pursuant to Section 10(b) of the Offer Agreement; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the amount received by Parent Grantee pursuant to the CompanyIssuer's repurchase of the Option (or any portion thereof) pursuant to Section 5.17, (ii) (x) the amount received by Parent Grantee pursuant to the CompanyIssuer's repurchase of Option Shares pursuant to Section 5.17, less (y) ParentGrantee's purchase price for such Option Shares, (iii) (x) the net cash amounts received by Parent Grantee pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated partyparty with the prior written consent of Issuer, less (y) ParentGrantee's purchase price of such Option Shares, (iv) any amounts received by Parent pursuant to any consummated arm's-length transfers Grantee on the transfer of the Option (or any portion thereof) to any unaffiliated partyparty with the prior written consent of Issuer, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Parent's Total Profit Net Company Payments (as hereinafter defined) exceed one hundred forty- eight million three hundred thousand dollars ($34,600,000148,300,000) and in no event shall Total Kana Profits (as hereinafter defined) exceed one hundred eighty- eight million three hundred thousand dollars ($188,300,000), less the amount of any Termination Fee paid pursuant to Section 7.2(b) of the Merger Agreement, and, and if it Net Company Payments or Total Kana Profits otherwise would exceed such amountamounts, ParentKana, at its sole election, shall either (i) reduce the number of shares of Company Common Stock Shares subject to this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by ParentKana (or other securities into which such Option Shares are converted or exchanged), (iii) limit the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to the Company, Company or (viv) any combination thereof, so that ParentKana's actually realized Net Company Payments and Total Kana Profit shall not exceed such amount amounts after taking into account the foregoing actions. (b) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the term "Net Company Payments" means the -------------------- aggregate amount (without duplication) of (A) the net cash amounts received by Parent Kana from the Company pursuant to the Company's repurchase of the Option or Option Shares pursuant to Section 6(a), less (or any portion thereofin the case of the Option Shares) ------------ Kana's purchase price for such Option Shares, and (ii) the aggregate amount actually received by Kana from the Company (exclusive of attorneys' fees and interest) pursuant to Section 5.1, 8.03 of the Merger Agreement; and (ii) the term "Total Kana Profit" means the aggregate amount (xwithout duplication) of (A) the amount ----------------- net cash amounts received by Parent Kana pursuant to the Company's repurchase of the Option or Option Shares pursuant to Section 5.16(a), less (yin the case of the ------------ Option Shares) ParentKana's purchase price for such Option Shares, (iiiB) the aggregate amount actually received by Kana pursuant to Section 8.03 of the Merger Agreement, and (xC) the net cash amounts received by Parent Kana pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares shares are converted or exchanged) to any other unaffiliated third party, less (y) ParentKana's purchase price of for such Option Shares, (iv) any amounts received by Parent pursuant to any consummated arm's-length transfers of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Parent's Total Profit (as hereinafter defined) exceed $34,600,0001,200,000, less the amount of any Termination Fee paid pursuant to Section 7.2(b7.3(b) of the Merger Agreement, and, if it otherwise would exceed such amount, Parent, at its sole election, shall either (i) reduce the number of shares of Company Common Stock subject to this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by Parent, (iii) limit the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to the Company, or (v) any combination thereof, so that Parent's actually realized Total Profit shall not exceed such amount after taking into account the foregoing actions. (b) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the amount received by Parent pursuant to the Company's repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount received by Parent pursuant to the Company's repurchase of Option Shares pursuant to Section 5.1, less (y) Parent's purchase price for such Option Shares, (iii) (x) the net cash amounts (and the fair market value of any other consideration, valued as of the date of receipt of such consideration by the Parent) received by Parent pursuant to any consummated arm's-length sales of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Parent's purchase price of such Option Shares, (iv) any cash amounts (and the fair market value of any other consideration, valued as of the date of receipt of such consideration by the Parent) received by Parent pursuant to any consummated arm's-length transfers of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Parent's Total Profit Net Company Payments (as hereinafter defined) exceed one hundred forty- eight million three hundred thousand dollars ($34,600,000148,300,000) and in no event shall Total Silknet Profits (as hereinafter defined) exceed one hundred eight- eight million three hundred thousand dollars ($188,300,000), less the amount of any Termination Fee paid pursuant to Section 7.2(b) of the Merger Agreement, and, and if it Net Company Payments or Total Silknet Profits otherwise would exceed such amountamounts, ParentSilknet, at its sole election, shall either (i) reduce the number of shares of Company Common Stock Shares subject to this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by ParentSilknet (or other securities into which such Option Shares are converted or exchanged), (iii) limit the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to the Company, Company or (viv) any combination thereof, so that ParentSilknet's actually realized Net Company Payments and Total Silknet Profit shall not exceed such amount amounts after taking into account the foregoing actions. (b) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the term "Net Company Payments" means the -------------------- aggregate amount (without duplication) of (A) the net cash amounts received by Parent Silknet from the Company pursuant to the Company's repurchase of the Option or Option Shares pursuant to Section 6(a), less (or any portion thereofin the case of the Option Shares) ------------ Silknet's purchase price for such Option Shares, and (ii) the aggregate amount actually received by Silknet from the Company (exclusive of attorneys' fees and interest) pursuant to Section 5.1, 8.03 of the Merger Agreement; and (ii) the term "Total Silknet Profit" means the aggregate amount (xwithout duplication) of (A) --------------------- the amount net cash amounts received by Parent Silknet pursuant to the Company's repurchase of the Option or Option Shares pursuant to Section 5.16(a), less (yin the case of the ------------ Option Shares) ParentSilknet's purchase price for such Option Shares, (iiiB) the aggregate amount actually received by Silknet pursuant to Section 8.03 of the Merger Agreement, and (xC) the net cash amounts received by Parent Silknet pursuant to any consummated arm's-length sales the sale of Option Shares (or any other securities into which such Option Shares shares are converted or exchanged) to any other unaffiliated third party, less (y) ParentSilknet's purchase price of for such Option Shares, (iv) any amounts received by Parent pursuant to any consummated arm's-length transfers of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.

Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Parent's Total Profit (as hereinafter defined) exceed $34,600,000, 6,300,000 less the amount of any Termination Fee paid pursuant to Section 7.2(b) 9.02 of the Merger Agreement, Agreement and, if it otherwise would exceed such amount, Parent, at its sole election, shall either (i) reduce the number of shares of Company Common Stock subject to this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by Parent, (iii) limit the amount of payment to be received from the Option Repurchase Price or the Option Share Repurchase PriceCompany pursuant to Section 5.01, (iv) pay cash to the Company, or (v) any combination thereof, so that Parent's actually realized Total Profit shall not exceed such amount after taking into account the foregoing actions. (b) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the amount received by Parent pursuant to the Company's repurchase of the Option (or any portion thereof) pursuant to Section 5.15.01, (ii) (x) the amount received by Parent pursuant to the Company's repurchase of Option Shares pursuant to Section 5.15.01, less (y) Parent's purchase price for such Option Shares, (iii) (x) the net cash amounts received by Parent pursuant to any consummated an arm's-length sales sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) Parent's purchase price of such Option Shares, (iv) any amounts received by Parent pursuant to any consummated an arm's-length transfers transfer of the Option (or any portion thereof) to any unaffiliated party, and (v) any amount equivalent to the foregoing with respect to the Substitute Option.