Capital Contribution and Assumption of Put Obligations. (a) GSK or GlaxoSmithKline agree to, or to cause one or more of their Affiliates to, contribute to the Company, immediately prior to the time that any amounts become due and payable to the holders of Common Stock pursuant to Section C.5 of Article IV of the Certificate of Incorporation, (i) funds in an amount equal to the product of the number of Callable/Puttable Shares with respect to which the Put has been properly exercised multiplied by the Put Price (as defined in Section C.5 of Article IV of the Certificate of Incorporation) plus (ii) such additional funds, if any, sufficient to permit the Company to redeem the Callable/Puttable Shares with respect to which the Put has been properly exercised without violating Section 160 of the DGCL, any bankruptcy or insolvency law or other law or regulation for the protection of creditors. In exchange for such payment, the Company will issue to GSK (or to its designated Affiliate), within five business days following the end of the Put Period, a number of duly authorized and validly issued shares of Class A Common Stock equal to the number of shares of Common Stock acquired thereby by the Company. Notwithstanding the foregoing, in the event that GSK or GlaxoSmithKline is required to make any contributions under clause (ii) of the first sentence of this paragraph (a), GSK's or GlaxoSmithKline's obligation to make any such payment to the Company under this Section 3.4 shall be void and of no further force and effect if, in lieu thereof, GSK or GlaxoSmithKline shall (or shall cause one of its Affiliates to) elect to purchase, and make all arrangements necessary (including compliance by GSK or GlaxoSmithKline, or any such Affiliate or Affiliates, with the Exchange Act, the Securities Act (each as hereinafter defined) and any other applicable Federal or state securities laws) to purchase, at the expiration of the Put Period, directly from each holder of Common Stock, the Callable/Puttable Shares which such holders elect to have purchased (up to 50% of all Callable/Puttable Shares owned by such holder) at a price per share equal to the Put Price. Notwithstanding anything to the contrary contained herein or in the Certificate of Incorporation, unless otherwise agreed to in writing by GSK, in no event shall the amount required to be paid by GSK or GlaxoSmithKline to the Company and/or to holders of Common Stock in connection with the Put exceed $525,000,000.
Capital Contribution and Assumption of Put Obligations. (a) Roche agrees to, or to cause one or more of its Affiliates to, contribute to the Company, immediately prior to the time that any amounts become due and payable to the holders of Special Common Stock pursuant to Article THIRD, Section (c)(iii) of the Company's Certificate of Incorporation, (i) funds in an amount equal to the product of the number of shares of Special Common Stock with respect to which the Put has been properly exercised multiplied by the Put Price (as defined in Article THIRD of the Company's Certificate of Incorporation) plus (ii) such additional funds, if any, sufficient to permit the Company to redeem the shares of Special Common Stock with respect to which the Put has been properly exercised without violating Section 160 of the DGCL, any bankruptcy or insolvency law or other law or regulation for the protection of creditors. In exchange for such payment, the Company will issue to Roche (or to its designated Affiliate) a number of duly authorized and validly issued shares of Common Stock equal to the number of shares of Special Common Stock acquired thereby by the Company. Notwithstanding the foregoing, Roche's obligation to make any such payment to the Company under this Section 2.03 shall be void and of no further force and effect if, in lieu thereof, Roche shall (or shall cause one of its Affiliates to) elect to purchase, and make all arrangements necessary (including compliance by Roche, or any such Affiliate or Affiliates, with the 1934 Act, the 1933 Act (as hereinafter defined) and any other applicable Federal or state securities laws) to purchase, at the expiration of the Put Period, directly from the holders of Special Common Stock at the Put Price the shares of Special Common Stock which such holders elect to have purchased.
