Common use of Agreement to Make Payments Clause in Contracts

Agreement to Make Payments. In the event that (i) an Acquisition Proposal shall have been made known to the Company or any Company Subsidiary, or has been made directly to the Company's stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal and thereafter Company Stockholder Approval is not obtained, or (ii) the Merger Agreement is terminated by Buyer pursuant to Section 9.01(h) or Section 9.01(l) thereof, and if in either case during the period ending June 30, 2000 the Holder sells, assigns or transfers all or any of the Subject Shares (whether by operation of law or otherwise) for consideration in excess of $3.25 per share, then Holder shall pay to Buyer all consideration received by the Holder in connection with such transfer in excess of $3.25 per share. The Holder shall make such payment to Buyer promptly, and in any event no later than three business days, after receipt by the Holder of the consideration from the holder's transferee as aforesaid.

Agreement to Make Payments. In the event that (i) an Acquisition Proposal shall have been made known to the Company or any Company Subsidiary, or has been made directly to the Company's stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal and thereafter Company Stockholder Approval is not obtained, or (ii) the Merger Agreement is terminated by Buyer pursuant to Section 9.01(h) or Section 9.01(l) thereof, and if in either case during the period ending June 30, 2000 the Holder sells, assigns or transfers all or any of the Subject Shares (whether by operation of law or otherwise) for consideration in excess of $3.25 per share, then Holder shall pay to Buyer all consideration received by the Holder in connection with such transfer in excess of $3.25 per share. The Holder shall make such payment to Buyer promptly, and in any event no later than three business days, after receipt by the Holder of the consideration from the holder's transferee as aforesaid. Section 3.