Common use of Trigger Payment Clause in Contracts

Trigger Payment. Subject to the provisions of Section 10.3(e) of the Merger Agreement, if a Trigger Event shall have occurred and any regulatory approval or order required for the issuance by OPTION GRANTOR, or the acquisition by OPTION HOLDER, of the OPTION GRANTOR Option pursuant to Section 1 hereof shall not have been obtained, OPTION HOLDER shall have the right to receive, and OPTION GRANTOR shall pay to OPTION HOLDER, an amount (the "Trigger Payment") equal to the product of (i) the maximum number of OPTION GRANTOR Shares that would have been subject to purchase by OPTION HOLDER upon exercise of the OPTION GRANTOR Option pursuant to Sections 1 and 2 hereof if all such regulatory approvals or orders had been obtained, and (ii) the difference between (A) the Market/Offer Price (as defined herein), determined as of the date on which notice of demand for the Trigger Payment is given by OPTION HOLDER, and (B) the Exercise Price (but only if such Market/Offer Price is higher than such Exercise Price). Demand for the Trigger Payment shall be given by notice in accordance with the provisions of Section 17 hereof. The Trigger Payment shall be paid to OPTION HOLDER by OPTION GRANTOR on the Payment Date (as defined herein), by wire transfer of immediately available funds to an account to be designated in writing by OPTION HOLDER not less than two business days before the Payment Date.