Notional Total Profit. (a) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) of more than $500 million; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date.
Notional Total Profit. (a) Notwithstanding any other provision of this Agreement, this Option may not be exercised, and this Option and/or the Option Shares issued upon exercise hereof may not be presented for repurchase under Sections 2, 7 or 9 hereof, for a number of shares, or a total repurchase price, as the case may be, that would, as of the date of exercise or presentment, result in a Notional Total Profit (as defined below) of more than $24,000,000. Notwithstanding the foregoing, this Section 14 shall not apply to any exercise of this Option by Grantee pursuant to Section 2(a) hereof; provided, however, that if (x) at any time prior to the one-year anniversary of any such exercise, the holder of any Option Shares issued upon such exercise shall sell, tender for sale, convey, hypothecate, transfer or otherwise dispose of ("Transfer") such Option Shares (or any other securities into which such Option Shares are converted or exchanged), or any interest therein, including any transaction contemplated by Sections 7 or 9 hereof (other than in connection with a merger, consolidation or similar business combination pursuant to the terms of which the Common Stock is exchanged solely for equity or equity-related securities of another corporation and cash in lieu of fractional shares thereof and any remaining unexercised portion of this Option is converted in such transaction into an Option to acquire such equity or equity-related securities) or (y) this Option is presented for repurchase under Section 7 or 9 hereof, then this Section 14 shall be deemed to retroactively apply to any and all exercises of this Option preceding such Transfer or presentment, without giving effect to the exception therefrom provided by this sentence, as if such exercises had occurred on the date of such Transfer. In such an event, such holder shall, within 10 business days of such Transfer, notify the Issuer of such Transfer and pay to the Issuer, by wire transfer of immediately available funds, the excess of any Notional Total Profit (calculated in respect of all transactions covered by this Section 14 without giving effect to the exception from this Section 14 provided by the foregoing sentence) over $24,000,000 (the "Repayment"); provided, however, that, at the Issuer's election, the Repayment shall be paid in shares of Common Stock to the extent that Grantee then holds such shares, and the per share value of such shares of Common Stock shall be deemed to be the closing price of the Common Stock on th...
