Common use of Guaranteed Value Clause in Contracts

Guaranteed Value. (a) In the event that the aggregate Net Proceeds (as defined below) received prior to December 31, 1998 by the Sellers and the Escrow Agent from sales in the Public Offering or pursuant to the Shelf Registration of the Purchaser Shares plus the Cash Payment, if any, are less than the Purchase Price (including any increase in the Purchase Price after October 15, 1998 as provided in Section 1.2), then, on December 31, 1998, (i) Purchaser shall pay to Sellers and the Escrow Agent an aggregate amount equal to the Purchase Price minus the sum of the Net Proceeds previously received by the Sellers and the Cash Payment, if any. In the event that the aggregate Net Proceeds received by the Sellers and the Escrow Agent from the sale of Purchaser Shares plus the Cash Payment, if any, exceeds the Purchase Price, all such excess Net Proceeds shall be refunded to Purchaser. In either event, the Sellers and Escrow Agent shall transfer to Purchaser all Purchaser Shares that they have not previously sold. (b) As used herein, "Net Proceeds" means (x) in the case of an underwritten sale of Purchaser Shares, the gross proceeds received by the Sellers and the Escrow Agent in such sale net of underwriter's discounts, commissions and other expenses paid by the Sellers (whether incurred by the Sellers, Purchaser, the underwriters or any advisors, and including, without limitation, accounting and legal fees) in connection with such sale and (y) in the case of any other sale of such shares, the gross proceeds received by the Sellers and the Escrow Agent net of selling commissions paid in connection with such sale and all other expenses paid by the Sellers (whether incurred by the Sellers, Purchaser, the placement agents or any advisors, and including, without limitation, accounting and legal fees) in connection with such sale.