Common use of Subsequent Sales Clause in Contracts

Subsequent Sales. If the Purchaser (or any of its wholly owned or majority owned subsidiaries) acquires shares of PharMerica Stock pursuant to Section 2(c) and, during the Operative Period, sells any or all of such shares (the "Sold Shares") to an individual or entity that is not affiliated with the Purchaser at a price per share (excluding assumed liabilities and valuing any non-cash asset at its fair market value, it being understood that any dispute with respect to such fair market value shall be resolved by a valuation firm mutually acceptable to the Purchaser and the PharMerica Shareholders) (such price, the "Sale Price") that is greater than the Exercise Price, the Purchaser shall pay to the PharMerica Shareholders (such payment to be allocated between the PharMerica Shareholders in proportion to the relative number of shares of PharMerica Stock sold by each such entity pursuant to Section 2(c)) an amount equal to the amount, if any, by which the Stock Appreciation exceeds the Net Carrying/Tax Costs. For purposes of this Agreement, (w) the term "Stock Appreciation" shall mean the Profit multiplied by the number of Sold Shares, (x) the term "Profit" shall mean the amount by which the Sale Price exceeds the Exercise Price (or, if the Purchaser has paid to the PharMerica Shareholders any amount pursuant to Section 3(c), the sum of the Exercise Price and the per share amount paid by the Purchaser pursuant to Section 3(c)) and (y) the term "Carrying/Tax Costs" shall mean the sum of (i) interest on the amount paid by the Purchaser pursuant to Section 2(c), from the date of the Closing to the date on which the Sold Shares are sold, at an implied interest rate equal to the weighted average interest rate paid by the Purchaser on bank borrowings during such period and (ii) all federal and state taxes payable by the Purchaser with respect to the sale of the Sold Shares (provided that the Purchaser uses commercially reasonable efforts to minimize its tax liability with respect to such sale), and (z) the term "Net Carrying/Tax Costs" shall mean the difference between the Carrying/Tax Costs and the amount of any dividends or distributions paid by the Purchaser on the Sold Shares during the period from the date of the Closing to the date they are sold.

Subsequent Sales. If From the Purchaser date hereof until ninety (or 90) days after the Closing Date, without the consent of the Required Holders (as defined below), neither the Company nor any of its wholly owned or majority owned subsidiaries) acquires Subsidiary shall issue shares of PharMerica Common Stock or Common Stock Equivalents (as defined below). Notwithstanding the foregoing, the provisions of this Section 7(g) shall not apply to (i) the issuance of the Series A Convertible Preferred Stock pursuant to Section 2(cthe terms of the Preferred Stock Purchase Agreement (as in effect on the date hereof) and, during or the Operative Period, sells any or all of such shares (the "Sold Shares") to an individual or entity that is not affiliated with the Purchaser at a price per share (excluding assumed liabilities and valuing any non-cash asset at its fair market value, it being understood that any dispute with respect to such fair market value shall be resolved by a valuation firm mutually acceptable to the Purchaser and the PharMerica Shareholders) (such price, the "Sale Price") that is greater than the Exercise Price, the Purchaser shall pay to the PharMerica Shareholders (such payment to be allocated between the PharMerica Shareholders in proportion to the relative number issuance of shares of PharMerica Common Stock sold by each such entity upon the automatic conversion of the Series A Convertible Preferred Stock pursuant to Section 2(cthe Designations (as in effect on the date hereof)) an amount equal to the amount, if any, by which the Stock Appreciation exceeds the Net Carrying/Tax Costs. For purposes of this Agreement, ; (wii) the term "issuance of Common Stock Appreciation" shall mean or Common Stock Equivalents upon the Profit multiplied conversion or exercise of any securities of the Company or a subsidiary outstanding on the date hereof, provided that the terms of such security are not amended after the date hereof to decrease the exercise price or increase the Common Stock or Common Stock Equivalents receivable upon the exercise, conversion or exchange thereof or (iii) the issuance of any Common Stock or Common Stock Equivalents pursuant to any Company equity incentive plan approved by the number of Sold Shares, (x) the term "Profit" shall mean the amount by which the Sale Price exceeds the Exercise Price (or, if the Purchaser has paid to the PharMerica Shareholders any amount pursuant to Section 3(c), the sum Company’s stockholders and in place as of the Exercise Price and the per share amount paid by the Purchaser pursuant to Section 3(c)) and (y) the term "Carrying/Tax Costs" shall mean the sum of date hereof. As used herein, “Required Holders” means, (i) interest on prior to Closing, (A) each Purchaser agreeing to purchase at least $1,000,000 of Securities and (B) the amount paid by the Purchaser pursuant Purchasers agreeing to Section 2(c), from the date purchase a majority of the Closing Securities to the date on which the Sold Shares are soldbe sold hereunder and, at an implied interest rate equal to the weighted average interest rate paid by the Purchaser on bank borrowings during such period and (ii) all federal and state taxes payable by after the Purchaser with respect to the sale of the Sold Closing, (C) each Purchaser, or any transferee, holding at least 2,200,000 Shares (provided that the Purchaser uses commercially reasonable efforts subject to minimize its tax liability with respect to such saleadjustment for any stock split, reverse stock split or other similar transaction), and (zD) the term "Net Carrying/Tax Costs" shall mean the difference between the Carrying/Tax Costs and the amount of any dividends Purchasers, or distributions paid by the Purchaser on the Sold Shares during the period from the date their transferees, holding a majority of the Closing Shares issued hereunder. As used herein, “Common Stock Equivalents” means any securities of the Company or any subsidiary which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the date they are soldholder thereof to receive, Common Stock.

Subsequent Sales. If At any time on or before the Purchaser 90th day following the Closing or at such later time as the Company and the Majority Holders (or any as defined below) may mutually agree, the Company may sell up to the balance of its wholly owned or majority owned subsidiaries) acquires shares of PharMerica Stock pursuant the Aggregate Note Amount not sold at the Closing to Section 2(c) and, during such persons as may be approved by the Operative Period, sells any or all of such shares Company (the "Sold Shares") to “Additional Purchasers”). All such sales made at any additional closings (each an individual or entity that is not affiliated with the Purchaser at a price per share (excluding assumed liabilities and valuing any non-cash asset at its fair market value“Additional Closing”), it being understood that any dispute with respect to such fair market value shall be resolved by a valuation firm mutually acceptable to made on the Purchaser terms and the PharMerica Shareholders) (such price, the "Sale Price") that is greater than the Exercise Price, the Purchaser shall pay to the PharMerica Shareholders (such payment to be allocated between the PharMerica Shareholders conditions set forth in proportion to the relative number of shares of PharMerica Stock sold by each such entity pursuant to Section 2(c)) an amount equal to the amount, if any, by which the Stock Appreciation exceeds the Net Carrying/Tax Costs. For purposes of this Agreement, (w) the term "Stock Appreciation" shall mean the Profit multiplied by the number of Sold Shares, (x) the term "Profit" shall mean the amount by which the Sale Price exceeds the Exercise Price (or, if the Purchaser has paid to the PharMerica Shareholders any amount pursuant to Section 3(c), the sum of the Exercise Price and the per share amount paid by the Purchaser pursuant to Section 3(c)) and (y) the term "Carrying/Tax Costs" shall mean the sum of (i) interest on the amount paid by representations and warranties of the Purchaser pursuant to Company set forth in Section 2(c), from the date 2 hereof shall speak as of the Closing and the Company shall have no obligation to the date on which the Sold Shares are soldupdate any such disclosure, at an implied interest rate equal to the weighted average interest rate paid by the Purchaser on bank borrowings during such period and (ii) all federal the representations and state taxes payable warranties of the Additional Purchasers in Section 3 hereof shall speak as of such Additional Closing. Schedule I may be amended by the Company without the consent of the Purchasers to include any Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signature page hereto. Any Notes sold pursuant to this Section 1(e) shall be deemed to be “Notes” for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, any Notes issued to Additional Purchasers shall be in the same form attached hereto as Exhibit A hereto and no consideration shall be offered or paid to any Additional Purchasers to purchase Securities that is not offered or paid to all Purchasers under this Agreement. Additionally, no consideration or discount shall be offered or paid to any Persons to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the sale purchase, disposition or voting of the Sold Shares (provided that the Purchaser uses commercially reasonable efforts to minimize its tax liability with respect to such sale), and (z) the term "Net Carrying/Tax Costs" shall mean the difference between the Carrying/Tax Costs and the amount of any dividends Securities or distributions paid by the Purchaser on the Sold Shares during the period from the date of the Closing to the date they are soldotherwise.

Subsequent Sales. If At any time on or before the Purchaser 180th day following the Closing or at such later time as the Company and the Majority Holders (or any as defined below) may mutually agree, the Company may sell up to the balance of its wholly owned or majority owned subsidiaries) acquires shares of PharMerica Stock pursuant the Aggregate Note Amount not sold at the Closing to Section 2(c) and, during such persons as may be approved by the Operative Period, sells any or all of such shares Company (the "Sold Shares") to “Additional Purchasers”). All such sales made at any additional closings (each an individual or entity that is not affiliated with the Purchaser at a price per share (excluding assumed liabilities and valuing any non-cash asset at its fair market value“Additional Closing”), it being understood that any dispute with respect to such fair market value shall be resolved by a valuation firm mutually acceptable to made on the Purchaser terms and the PharMerica Shareholders) (such price, the "Sale Price") that is greater than the Exercise Price, the Purchaser shall pay to the PharMerica Shareholders (such payment to be allocated between the PharMerica Shareholders conditions set forth in proportion to the relative number of shares of PharMerica Stock sold by each such entity pursuant to Section 2(c)) an amount equal to the amount, if any, by which the Stock Appreciation exceeds the Net Carrying/Tax Costs. For purposes of this Agreement, (w) the term "Stock Appreciation" shall mean the Profit multiplied by the number of Sold Shares, (x) the term "Profit" shall mean the amount by which the Sale Price exceeds the Exercise Price (or, if the Purchaser has paid to the PharMerica Shareholders any amount pursuant to Section 3(c), the sum of the Exercise Price and the per share amount paid by the Purchaser pursuant to Section 3(c)) and (y) the term "Carrying/Tax Costs" shall mean the sum of (i) interest on the amount paid by representations and warranties of the Purchaser pursuant to Company set forth in Section 2(c), from the date 2 hereof shall speak as of the Closing and the Company shall have no obligation to the date on which the Sold Shares are soldupdate any such disclosure, at an implied interest rate equal to the weighted average interest rate paid by the Purchaser on bank borrowings during such period and (ii) all federal the representations and state taxes payable warranties of the Additional Purchasers in Section 3 hereof shall speak as of such Additional Closing. Schedule I may be amended by the Purchaser Company without the consent of the Purchasers to include any Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signature page hereto. Any Notes sold pursuant to this Section 1(e) shall be deemed to be “Notes” for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, any Notes issued to Additional Purchasers shall be in the same form attached hereto as EXHIBIT A hereto and no consideration or discount shall be offered or paid to any Additional Purchasers to purchase Securities that is not offered or paid to all Purchasers under this Agreement (other than with respect to the sale amount of Warrants issued in connection therewith, which, in the case of the Sold Shares (provided that Additional Closing occurring on April 13, 2017 shall be at the rate of 333,000 per $1,000,000 of additional Notes). Additionally, no consideration shall be offered or paid to any Persons to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser uses commercially reasonable efforts by the Company and negotiated separately by each Purchaser, and is intended for the Company to minimize its tax liability treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to such sale)the purchase, and (z) the term "Net Carrying/Tax Costs" shall mean the difference between the Carrying/Tax Costs and the amount disposition or voting of any dividends Securities or distributions paid by the Purchaser on the Sold Shares during the period from the date of the Closing to the date they are soldotherwise.”