Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any termination fees paid by Issuer pursuant to Section 7.3(b) of the Merger Agreement (such fees, collectively, the "Total Issuer Fees") exceed in the aggregate an amount (the "Limitation Amount") equal to $75,000,000, and, if the total amount that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions.
Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) exceed $50.0 million (the "Limitation Amount") and, if the total amount that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) reduce the fee payable to Grantee pursuant to Section 9.5(b)(i) of the Merger Agreement, (v) pay cash to Issuer, or (vi) any combination thereof, so that Grantee's actually realized Total Profit, shall not exceed the Limitation Amount after taking into account the foregoing actions.
Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any Time Warner Termination Fee paid pursuant to Section 8.2(b) of the Merger Agreement and any fees paid by Issuer pursuant to Section 8.2(d) of the Merger Agreement (such Time Warner Termination Fee and such fees paid pursuant to Section 8.2(d) of the Merger Agreement, collectively, the "Total Issuer Fees") exceed in the aggregate an amount (the "Limitation Amount") equal to 2.75% of the product of (x) the number of shares of Issuer Common Stock outstanding as of the date hereof (assuming the exercise of all outstanding options (other than the Option) and the conversion into Issuer Common Stock of all securities of the Issuer convertible into Issuer Common Stock) multiplied by (y) the Exchange Ratio multiplied by (z) the last sale price of the common stock, par value $0.01 per share, of Grantee on the NYSE on January 7, 2000, and, if the total amount that would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions.
Total Profit. (a) Notwithstanding any other provision of this Agreement: (i) in no event shall the Buyer's Total Profit (as hereinafter defined) exceed $4.5 million and, if it otherwise would exceed such amount, the Buyer, at its sole election, shall either (w) reduce the number of shares of Common Stock subject to this Option, (x) deliver to the Company for cancellation Option Shares previously purchased by Buyer, (y) pay cash to the Company, or (z) any combination thereof, so that Buyer's actually realized Total Profit shall not exceed $4.5 million after taking into account the foregoing actions; and (ii) 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 (hereinafter defined) of more than $4.5 million; provided, that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date.
Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Parent's Total Profit (as hereinafter defined) exceed $34,600,000, less the amount of any Termination Fee paid pursuant to Section 7.2(b) of the Merger Agreement, and, if it otherwise would exceed such amount, Parent, at its sole election, shall either (i) reduce the number of shares of Company Common Stock subject to this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by Parent, (iii) limit the amount of the Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to the Company, or (v) any combination thereof, so that Parent's actually realized Total Profit shall not exceed such amount after taking into account the foregoing actions.
Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed the Total Profit Amount (as defined in Section 19 below) less the amount of any fee paid pursuant to the applicable provision of Section 8.3 of the Merger Agreement and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) pay cash to Issuer, or (iv) any combination thereof, so that Grantee's actually realized Total Profit shall not exceed such amount after taking into account the foregoing actions. The Grantee's obligation pursuant to this Section 11 shall exist whether the Option is exercised before or after any fee is paid pursuant to Section 8.3 of the Merger Agreement.
Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $47.5 million and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) pay cash to Issuer, or (d) any combination thereof so that Grantee's actually realized Total Profit shall not exceed $47.5 million after taking into account the foregoing actions.
Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Net Company Payments (as hereinafter defined) exceed one hundred forty-eight million three hundred thousand dollars ($148,300,000) and in no event shall Total Silknet Profits (as hereinafter defined) exceed one hundred eight-eight million three hundred thousand dollars ($188,300,000), and if Net Company Payments or Total Silknet Profits otherwise would exceed such amounts, Silknet, at its sole election, shall either (i) reduce the number of Company Shares subject to this Option, (ii) deliver to the Company for cancellation Option Shares previously purchased by Silknet (or other securities into which such Option Shares are converted or exchanged), (iii) pay cash to the Company or (iv) any combination thereof, so that Silknet's actually realized Net Company Payments and Total Silknet Profit shall not exceed such amounts after taking into account the foregoing actions.
Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $ 275 million less the amount of any fee paid pursuant to Section 8.02(b) of the Merger Agreement and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) reduce the number of shares of Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) pay cash to Issuer, or (iv) any combination thereof, so that Grantee's actually realized Total Profit shall not exceed such amount after taking into account the foregoing actions.
Total Profit. (a) Notwithstanding any other provision of this Agreement, in no event shall Grantee's Total Profit (as hereinafter defined) plus any Termination Fee paid pursuant to Section 11.2(b) of the Merger Agreement exceed in the aggregate $114 million (the "Limitation Amount"), and, if the total amount that would otherwise be received by Grantee otherwise would exceed the Limitation Amount, Grantee, at its sole election, shall either (i) reduce the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount of the Repurchase Consideration, (iv) pay cash to Issuer, or (v) any combination of the foregoing, so that Grantee's actually realized Total Profit, when aggregated with the Termination Fee actually paid to Grantee, shall not exceed the Limitation Amount after taking into account the foregoing actions.
