Common use of ADDITIONAL COVENANTS OF THE STOCKHOLDERS Clause in Contracts

ADDITIONAL COVENANTS OF THE STOCKHOLDERS. (a) In the event the Company terminates the Merger Agreement to enter into a Superior Proposal in circumstances in which a Company Termination Fee has been paid, and such Superior Proposal is consummated (a “New Transaction”), each Stockholder shall pay in accordance with Section 2.2(d) the applicable Excess Value (as defined below) actually received upon consummation of such transaction to Parent. For purposes of calculating the Excess Value below, the number of a Stockholder’s “Covered Shares” shall consist of such Stockholder’s Covered Existing Shares and such additional Covered Shares acquired after the date hereof as to which, but only to the extent that, such Stockholder has a pecuniary interest therein as of the time of the termination of, or immediately prior to the Effective Time under, the Merger Agreement, as applicable. (b) For purposes of this Section 2.2, the “Excess Value” payable by any such Stockholder shall equal 50% of the product of (x) the number of such Stockholder’s Covered Shares and (y) the positive difference, if any, between the price per share paid under the New Transaction and the Merger Consideration as defined in the Merger Agreement dated as of the date hereof, valuing any non-cash consideration at its fair market value on the date of consummation of the New Transaction (including any residual interest in the Company or any rollover investment in any parent entity of the Company, which shall be valued based on the price per share payable in the New Transaction). (c) For purposes of this Section 2.2, the fair market value of any non-cash consideration consisting of: