Common use of Alternative Disposition Clause in Contracts

Alternative Disposition. If the Company Termination Fee becomes payable by the Company (i) pursuant to Section 7.3.1(ii) of the Merger Agreement and then (1) any Subject Shares are Transferred (which for purposes of this clause (1) shall not include an “offer for sale”) by the Company Stockholder within the twelve (12) month anniversary of the commencement of the Offer in connection with any Acquisition Proposal; (2) in the event of a sale of all or a substantial amount of all of the Company’s assets within the twelve (12) month anniversary of the commencement of the Offer in connection with any Acquisition Proposal or any distribution is made in connection with any such Acquisition Proposal; or (3) a bona fide binding agreement to effectuate a transaction described in the foregoing clause (1) or (2) (without reference to the 12 month time limits therein) is entered into prior to the twelve (12) month anniversary of the commencement of the Offer and such transaction (as may be amended or modified) is thereafter consummated (an “Alternative Disposition”) or (ii) pursuant to Section 7.3.1(i) of the Merger Agreement (the occurrence of the event described in clause (c) thereof, also an “Alternative Disposition” hereunder), then, within three (3) Business Days after the consummation of any such Alternative Disposition, the Company Stockholder shall tender and pay to, or shall cause to be tendered and paid to, Parent, or its designee, in immediately available funds, or to the extent the Alternate Transaction Consideration does not entirely consist of cash, at the Company Stockholder’s option, in a proportionate amount of all such consideration, the Profit realized by the Company Stockholder from any such Alternative Disposition.