Additional Subscription. (a) At the time of (i) the Merger Closing or (ii) October 24, 2005 if (and only if) the Merger Agreement has been terminated and such day is not the Series A Redemption Date (as defined in the Indenture, dated as of April 22, 2005, relating to the 3.75% Convertible Notes due 2012 of Nasdaq), the Company will issue, and each of the H&F Funds will subscribe for and purchase, its pro rata share (based on interests in the Company), of additional Units (an “Additional Subscription Obligation”) for an aggregate subscription price equal to $60,000,000 (the “Aggregate Amount”). The Aggregate Amount will be paid to the Company in immediately available funds. It is understood and agreed that the Additional Subscription Obligation provided in this paragraph (a) will occur only if the events specified in clause (i) or (ii) occur. (b) If the collateral (the “Collateral”) held by J▇ ▇▇▇▇▇▇ Chase Bank, N.A., in its capacity as collateral agent (“JPMC”) pursuant to the Collateral Agreement, dated as of April 22, 2005, by and among the Company, Norway Acquisition and JPMC and the Blocked Account Control and Security Agreement, dated as of April 22, 2005, by and among Nasdaq and JPMC, shall be insufficient (a “Shortfall”) to satisfy all obligations to the lenders and JPMC due on the Maturity Date (as defined in the Secured Term Loan Agreement, dated as of April 22, 2005, by and among the Company, Norway Acquisition, JPMC and the Lenders named therein) when an Additional Subscription Obligation is not required to be contributed pursuant to paragraph (a) of this Section 1, the Company will issue, and each of the H&F Funds will subscribe for and purchase, Units for an aggregate subscription price equal to its pro rata share (based on interests in the Company) of the H&F Funding Amount (as hereafter defined). The “H&F Funding Amount” will equal the Shortfall multiplied by a fraction, the numerator of which equals the aggregate principal amount of Notes (as defined in the Company’s Limited Liability Company Agreement (the “LLC Agreement”)) included in the H&F Securities (as defined in the LLC Agreement) and the denominator of which equals the aggregate principal amount of Notes included in the H&F Securities and the SLP Securities (as defined in the LLC Agreement). Notwithstanding anything in this Section 1 to the contrary, the aggregate contributions under paragraphs (a) and (b) of this Section 1 shall not in the aggregate exceed the Aggregate Amount.
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Additional Subscription. (a) At the time of (i) the Merger Closing or (ii) October 24, 2005 if (and only if) the Merger Agreement has been terminated and such day is not the Series A Redemption Date (as defined in the Indenture, dated as of April 22, 2005, relating to the 3.75% Convertible Notes due 2012 of Nasdaq), the Company will issue, and each of the H&F SLP Funds will subscribe for and purchase, its pro rata share (based on interests in the Company), of additional Units (an “Additional Subscription Obligation”) for an aggregate subscription price equal to $60,000,000 $ 145,000,000 (the “Aggregate Amount”). The Aggregate Amount will be paid to the Company in immediately available funds. It is understood and agreed that the Additional Subscription Obligation provided in this paragraph (a) will occur only if the events specified in clause (i) or (ii) occur.
(b) If the collateral (the “Collateral”) held by J▇ ▇▇▇▇▇▇ Chase C▇▇▇▇ Bank, N.A., in its capacity as collateral agent (“JPMC”) pursuant to the Collateral Agreement, dated as of April 22, 2005, by and among the Company, Norway Acquisition and JPMC and the Blocked Account Control and Security Agreement, dated as of April 22, 2005, by and among Nasdaq and JPMC, shall be insufficient (a “Shortfall”) to satisfy all obligations to the lenders and JPMC due on the Maturity Date (as defined in the Secured Term Loan Agreement, dated as of April 22, 2005, by and among the Company, Norway Acquisition, JPMC and the Lenders named therein) when an Additional Subscription Obligation is not required to be contributed pursuant to paragraph (a) of this Section 1, the Company will issue, and each of the H&F SLP Funds will subscribe for and purchase, Units for an aggregate subscription price equal to its pro rata share (based on interests in the Company) of the H&F SLP Funding Amount (as hereafter defined). The “H&F SLP Funding Amount” will equal the Shortfall multiplied by a fraction, the numerator of which equals the aggregate principal amount of Notes (as defined in the Company’s Limited Liability Company Agreement (the “LLC Agreement”)) included in the H&F SLP Securities (as defined in the LLC Agreement) and the denominator of which equals the aggregate principal amount of Notes included in the H&F SLP Securities and the SLP H&F Securities (as defined in the LLC Agreement). Notwithstanding anything in this Section 1 to the contrary, the aggregate contributions under paragraphs (a) and (b) of this Section 1 shall not in the aggregate exceed the Aggregate Amount.
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