Common use of Guaranteed Price Clause in Contracts

Guaranteed Price. If Seller or a Stockholder, or any family foundation to which a Stockholder or Seller has transferred shares of Group 1 Common Stock, sells any of the Group 1 Common Stock received by such Stockholder or Seller pursuant to this Agreement at the Closing as part of the Closing Payment for a per share price of less than twelve dollars ($12.00), subject to adjustment for stock splits and stock dividends, Group 1 shall pay, within 30 days after such sale, in cash the difference between the purchase price for shares sold and the price such Stockholder, Seller or family foundation, as the case may be, would have received if the shares were sold at $12.00 per share, subject to adjustment for stock splits and stock dividends; provided, that this Section 7.10 shall only apply to sales (i) occurring after the expiration of the Restricted Period and (ii) made in the public market; and provided, further that this Section 7.10 shall terminate on the date 10 years after the Closing Date.