Common use of Additional Payment Upon Subsequent Transaction Clause in Contracts

Additional Payment Upon Subsequent Transaction. (i) If all of the following events occur, Canopy shall pay to the relevant Contested Investor promptly (but in no event later than three (3) Business Days following the consummation of the Approved COC Transaction (as defined below)) the Additional COC Payment Amount (as defined below), if any, as calculated with respect to such Investor pursuant to Section 2.2(d)(ii) below: (A) the Investor Vote Notice indicates that such Contested Investor desires that the relevant portion of the Proxy Securities be voted in favor of a proposed Change of Control Transaction; (B) Canopy indicates to such Contested Investor in a Canopy Vote Notice that it desires that such Proxy Securities not be voted in favor of the proposed Change of Control Transaction; (C) such Contested Investor exercises its Put Right and Canopy purchases the Put Shares pursuant to Section 2.2(c), following the inability of such Contested Investor and Canopy to agree as to how the Proxy Securities shall be voted on the proposed Change of Control Transaction; and (D) within two (2) years after the Put Closing Date, the Company's stockholders approve a Change of Control Transaction with the same party (or its Affiliate) as in the proposed Change of Control Transaction (the "APPROVED COC TRANSACTION"). (ii) The "ADDITIONAL COC PAYMENT AMOUNT" shall be an amount (which amount may not be less than zero) equal to (A) the amount such Contested Investor would have received for its Put Shares had the proposed Change of Control Transaction been consummated, minus (B) the Put Price such Contested Investor actually received from Canopy for its Put Shares.