Common use of Exchange Ratio True-Up Clause in Contracts

Exchange Ratio True-Up. If the condition set forth in Section 8.03(b) would be unable to be satisfied because immediately after the Effective Time, the percentage of outstanding shares of Parent Common Stock to be received by the former holders of Spinco Common Stock with respect to Qualified Spinco Common Stock would be less than 50.5% (the “Threshold Percentage”) of all the stock of Parent (including (i) any instruments that are treated as stock for U.S. federal income Tax purposes; and (ii) any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of an option or other contract acquired or entered into on or before the Effective Time that may be regarded as having been acquired or entered into before the Effective Time as part of a “plan” of which the Distribution is a part within the meaning of Section 355(e) of the Code, but excluding (A) for purposes of clause (i), any employee stock option that, at the time of grant, was not in-the-money and, unless an election has been made under Section 83(b) of the Code with respect thereto, any stock or stock rights granted as compensation before the Effective Time that is not vested at the Effective Time; and (B) for purposes of clause (ii), any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of any rights pursuant to a Parent Stock Plan), determined without regard to any adjustment pursuant to this Section 2.04(d)), then the aggregate number of shares of Parent Common Stock into which the shares of Spinco Common Stock are converted pursuant to Section 2.04(a) shall be increased such that the number of shares of Parent Common Stock to be received by the former holders of Spinco Common Stock with respect to Qualified Spinco Common Stock equals the Threshold Percentage. If any such increase is required solely by reason of any actions taken by TDCC or its Affiliates pursuant to the plan (or series of related transactions) which includes the Distribution (within the meaning of Section 355(e) of the Code) or failure by TDCC or its Affiliates to take any commercially reasonable action to prevent such increase, then the Above Basis Amount shall be decreased by an amount equal to the product of $29.00 multiplied by the number of additional shares of Parent Common Stock required to be issued pursuant to the true-up set forth in this Section 2.04(d) solely by reason of such actions taken by TDCC or its Affiliates.

Exchange Ratio True-Up. If the condition set forth in Section 8.03(b) would be unable to be satisfied solely because immediately after the Merger Effective Time, the percentage of outstanding shares of RMT Parent Common Stock to be received by the former holders of Spinco Common Stock with respect to Qualified Spinco Common Stock would be less than 50.550.1% (the “Threshold Percentage”) of all the stock of RMT Parent (including (i) any instruments that are treated as stock for U.S. federal income Tax purposes; purposes and (ii) any stock that may be issued after the Merger Effective Time, pursuant to the exercise or settlement of an option or other contract acquired or entered into on or before the Merger Effective Time that may be regarded as having been acquired or entered into before the Merger Effective Time as part of a “plan” of which the Distribution is a part within the meaning of Section 355(e) of the Code, but excluding (A) for purposes of clause (i), any employee stock option that, at the time of grant, was not in-the-money and, unless an election has been made under Section 83(b) of the Code with respect thereto, any stock or stock rights granted as compensation before the Effective Time that is not vested at the Effective Time; and (B) for purposes of clause (ii), any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of any rights pursuant to a Parent Stock Plan), determined without regard to any adjustment pursuant to this Section 2.04(d2.04(c)), including, for the avoidance of doubt, by reason of the failure of the representation set forth in Section 10(a)(ii) of the Tax Matters Agreement to be true in all relevant respects (an “RMT Parent Capitalization Breach”), then the aggregate number of shares of Parent Common Stock into which the shares of Spinco Common Stock are issued pursuant to Section 2.04(d) and converted pursuant to Section 2.04(a) shall be increased such that the aggregate number of shares of RMT Parent Common Stock to be received by the former holders of Spinco Common Stock with respect to Qualified Spinco Common Stock equals the Threshold Percentage. If ; provided, that no adjustment shall be required pursuant to this Section 2.04(c) to the extent that any such required increase is the result of a change in Applicable Law between the date of this Agreement and the Merger Effective Time; and provided, further, that to the extent any increase required solely by reason under this Section 2.04(c) is the result of any (x) actions taken by TDCC or its Affiliates an LMC Entity pursuant to the plan (or series of related transactions) which that includes the Distribution (within the meaning of Section 355(e) of the Code), or (y) or the failure by TDCC or its Affiliates of the LMC Entities to take any commercially reasonable action to prevent such increasean increase that otherwise would have been preventable, it being understood and agreed that neither (A) the mere decision to effect the Distribution by way of an Exchange Offer or One-Step Spin-Off nor (B) an RMT Parent Capitalization Breach shall be deemed to be an action or failure to take an action by the LMC Entities for purposes of clauses (x) and (y), then the Above Basis Amount amount of the Spinco Special Cash Payment shall be decreased reduced by an amount equal to the product of $29.00 55.2243 multiplied by the number of additional shares of RMT Parent Common Stock required to be issued pursuant to the true-up set forth in this Section 2.04(d) solely by reason of such actions taken by TDCC or its Affiliates2.04(c).

Exchange Ratio True-Up. If the condition set forth in Section 8.03(b7.3(b)(ii) would be unable to be satisfied because immediately after the Effective Time, the percentage of outstanding shares of Parent Clover Common Stock to be received by the former holders of Spinco SpinCo Common Stock with respect to Qualified Spinco SpinCo Common Stock would be less than 50.550.1% (the “Threshold Percentage”) of all the stock of Parent Clover (including (i) any instruments that are treated as stock for U.S. federal income Tax purposes; purposes; and (ii) any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of an option or other contract Contract acquired or entered into on or before the Effective Time that may be regarded as having been acquired or entered into before the Effective Time as part of a “plan” of which the Distribution is a part within the meaning of Section 355(e) of the CodeTime, but excluding (A) for purposes of clause (i), any employee stock option that, at the time of grant, was not in-the-money and, unless an election has been made under Section 83(b) of the Code with respect thereto, any stock or stock rights granted as compensation before the Effective Time that is not vested at the Effective Time; and Time; (B) for purposes of clause (ii), any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of any rights pursuant to a Parent Clover Stock PlanPlan with respect to which stock Clover demonstrates to the reasonable satisfaction of Moon and Moon Tax Counsel, in response to Moon Tax Counsel’s requests for relevant information and appropriate representations, qualifies for Safe Harbor VIII under Treasury Regulation Section 1.355-7(d) and (C) any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of any stock option or other equity award that prior to the Effective time was a Moon Equity Award, except in the case of (C) to the extent that it is reasonably determined by Moon Tax Counsel that issuances of such stock would not qualify for Safe Harbor VIII under Treasury Regulation Section 1.355-7(d), determined without regard to any adjustment pursuant to this Section 2.04(d)3.1(d), then (w) Moon shall promptly provide notice to Clover setting forth in detail the reasons the condition set forth in Section 7.3(b)(ii) would be unable to be satisfied, (x) Moon shall consider in good faith any comments provided by Clover, (y) the aggregate number of shares of Parent Clover Common Stock into which the shares of Spinco SpinCo Common Stock are converted pursuant to Section 2.04(a3.1(a) shall be increased such that the number of shares of Parent Clover Common Stock to be received by the former holders of Spinco SpinCo Common Stock with respect to Qualified Spinco SpinCo Common Stock equals the Threshold Percentage. If any such increase is required , if and to the extent necessary after considering Clover’s comments pursuant to clause (x) of this Section 3.1(d), and (z) except if the condition set forth in Section 7.3(b)(ii) would be unable to be satisfied as a result of (1) a breach by Clover of its obligations under this Agreement, or (2) solely by reason of any actions taken by TDCC Clover or any of its Affiliates Subsidiaries after the signing hereof pursuant to the a plan (or series of related transactions) which that includes the Distribution (within the meaning of Section 355(e) of the Code) or failure by TDCC or its Affiliates to take any commercially reasonable action to prevent such increaseother than the Merger, then the Above Basis Amount SpinCo Payment shall be decreased by an amount equal to the product of $29.00 (1) an amount equal to the closing price per share of Clover Common Stock on the trading day immediately prior to the Distribution, multiplied by (2) the number of additional shares of Parent Clover Common Stock required to be issued pursuant to the true-up set forth in clause (y) of this Section 2.04(d) solely by reason of such actions taken by TDCC or its Affiliates3.1(d).

Exchange Ratio True-Up. If the condition set forth in Section 8.03(b) would be unable to be satisfied because immediately after the Effective Time, the percentage of outstanding shares of Parent Common Stock to be received by the former holders of Spinco SpinCo Common Stock with respect to Qualified Spinco SpinCo Common Stock would be less than 50.550.1% (the “Threshold Percentage”) of all the stock of Parent (including (i) any instruments that are treated as stock for U.S. federal income Tax purposes; and (ii) any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of an option or other contract Contract acquired or entered into on or before the Effective Time that may be regarded as having been acquired or entered into before the Effective Time as part of a “plan” of which the Distribution is a part within the meaning of Section 355(e) of the Code, but excluding (A) for purposes of clause (i), any employee stock option that, at the time of grant, was not in-the-money and, unless an election has been made under Section 83(b) of the Code with respect thereto, any stock or stock rights granted as compensation before the Effective Time that is not vested at the Effective Time; and (B) for purposes of clause (ii), any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of any rights pursuant to a Parent Stock Plan), determined without regard to any adjustment pursuant to this Section 2.04(d)2.04(e), then (w) Citrix shall promptly provide notice to Parent setting forth in detail the reasons the condition set forth in Section 8.03(b) would be unable to be satisfied, (x) Citrix shall consider in good faith any comments provided by Parent, (y) the aggregate number of shares of Parent Common Stock into which the shares of Spinco SpinCo Common Stock are converted pursuant to Section 2.04(a) shall be increased such that the number of shares of Parent Common Stock to be received by the former holders of Spinco SpinCo Common Stock with respect to Qualified Spinco SpinCo Common Stock equals the Threshold Percentage. If any such increase is required , if and to the extent necessary after considering Parent’s comments pursuant to clause (x) of this Section 2.04(e), and (z) except if the condition set forth in Section 8.03(b) would be unable to be satisfied as a result of (1) a breach by Parent of its obligations under this Agreement, (2) solely by reason of any actions taken by TDCC Parent or any of its Affiliates Subsidiaries after the signing hereof pursuant to the a plan (or series of related transactions) which that includes the Distribution (within the meaning of Section 355(e) of the Code) other than the Merger, or failure by TDCC (3) the issuance, vesting, settlement or its Affiliates to take any commercially reasonable action to prevent such increaseexercise of Parent Stock Awards after the date hereof, then the Above Basis SpinCo Target Cash Amount shall be decreased increased by an amount equal to the product of $29.00 63.92 multiplied by the number of additional shares of Parent Common Stock required to be issued pursuant to the true-up set forth in clause (y) of this Section 2.04(d) solely by reason of such actions taken by TDCC or its Affiliates2.04(e).