Common use of Calculation of Exercise Price Clause in Contracts

Calculation of Exercise Price. (a) On March 31 of each year (commencing March 31, 2023), and at such other times as reasonably requested by WCAS or Walgreens in writing, the Company shall use commercially reasonable efforts to provide the Sellers and Walgreens with the Put/Call Measurement Period Financials; provided that if the Company does not provide the Sellers and Walgreens with the Put/Call Measurement Period Financials on March 31 of any year, then the First Put Window, Second Put Window or Clean-Up Put Window, as applicable, shall not be deemed to have begun until the applicable Put/Call Measurement Period Financials are provided to the Sellers and Walgreens. (b) Within twenty (20) Business Days following the election by Walgreens to exercise a Call Right or Clean-Up Call Right, as the case may be, by delivery of a Call Notice, Walgreens shall have delivered to WCAS a written notice setting forth a good faith calculation of the Exercise Price to be paid for the Call Units and each of the components of the Exercise Price calculation, together with reasonable supporting detail with respect to the calculation of such amounts (the “Call Exercise Price Notice”). Within twenty (20) Business Days following the election by WCAS, on behalf of any Put Sellers, to exercise a Put Right, Clean-Up Put Right or Special Put Right, as the case may be, by delivery of a Put Notice, WCAS shall have delivered to Walgreens Parent on behalf of the Put Sellers, a written notice setting forth a good faith calculation of the Exercise Price to be paid for the Put Units to be purchased in connection with the applicable Put, Clean-Up Put or Special Put, and each of the components of the Exercise Price calculation, together with reasonable supporting detail with respect to the calculation of such amounts (the “Put Exercise Price Notice”). The calculations provided in any Put Exercise Notice or Call Exercise Price Notice shall be prepared in a manner consistent with the terms hereof (including the definitions contained herein) and with the illustrative calculation set forth in Schedule E.