Common use of Exercise Closing Clause in Contracts

Exercise Closing. TriZetto shall have the right to purchase all but not less than all of the First Refusal Shares on the Offer Terms; PROVIDED that TriZetto shall be required to pay all consideration for the First Refusal Shares in cash in the event that the Offer Terms include any non-cash consideration. The cash payable with respect to any non-cash consideration shall be the fair market value of such non-cash consideration as mutually agreed by the parties. TriZetto may exercise such right by giving written notice (a "TRIZETTO ACCEPTANCE NOTICE") to IMS, within 20 days after the date of receipt by TriZetto of a Right of First Refusal Notice, which shall state that TriZetto is electing to purchase all of the First Refusal Shares on the Offered Terms. The TriZetto Acceptance Notice shall constitute an irrevocable commitment to purchase from IMS or such Affiliate the First Refusal Shares on the Offer Terms and the other terms and conditions set forth in this Section 6. The closing of any purchase by and sale to TriZetto of the First Refusal Shares shall take place, to the extent legally practicable, on such date that is no less than 5 and no more than 30 days following the date of the TriZetto Acceptance Notice, as TriZetto and IMS shall mutually agree. The closing shall be held at 10:00 a.m., local time, at the principal office of TriZetto. At such closing: (i) IMS shall deliver to TriZetto certificates representing the First Refusal Shares being sold (or affidavits of loss in lieu thereof), free and clear of any Lien; (ii) TriZetto shall deliver to IMS the cash consideration to be paid for such First Refusal Shares in accordance with this Section 6.1(b); and (iii) IMS and TriZetto shall execute or cause to be executed such other documents and take or cause to be taken such other actions as shall be reasonably necessary to consummate the purchase and sale of the First Refusal Shares on the terms contemplated by the Offer Terms and the other terms and conditions set forth in this Section. TriZetto and IMS each will pay any costs that it incurs in complying with the obligations set forth in this paragraph.

Exercise Closing. TriZetto shall have (i) The Knowltons may exercise the right to purchase all Purchase Right in one or more transactions, but not less than in each case the total number of shares being purchased must be purchased in each such transaction pro rata from all of the First Refusal Shares Stockholders based on the Offer Terms; PROVIDED that TriZetto relative Number of Shares set forth in the Table set forth in Section 1 hereof. The obligations of the Stockholders under this Agreement are several and not joint and (x) no Stockholder shall be responsible or liable for any failure by any other Stockholder to deliver such other Stockholder’s pro rata share or to otherwise abide by any obligations of such other Stockholder arising under the terms of this Agreement and (y) no Stockholder shall be required to pay all consideration for sell or deliver any Shares to the First Refusal Shares in cash in Knowltons other than their pro rata portion of the event that aggregate shares covered by each respective exercise of the Offer Terms include Purchase Right. (ii) If, at any non-cash consideration. The cash payable with respect time and from time to any non-cash consideration time, the Knowltons desire to exercise the Purchase Right, the Knowltons shall be deliver to the fair market value of such non-cash consideration as mutually agreed by the parties. TriZetto may exercise such right by giving Stockholders a written notice signed by both the Knowltons (a "TRIZETTO ACCEPTANCE NOTICE"A) declaring the exercise thereof, (B) designating the number of shares to IMSbe purchased, within 20 days after and (C) designating how the date of receipt by TriZetto of a Right of First Refusal shares to be purchased are to be allocated between the Knowltons (the “Purchase Exercise Notice, which shall state that TriZetto is electing to purchase all ”). (iii) Each of the First Refusal Shares on Stockholders shall, at the Offered Terms. The TriZetto Acceptance Notice shall constitute an irrevocable commitment to purchase from IMS or such Affiliate the First Refusal Shares on the Offer Terms and the other terms and conditions set forth in this Section 6. The closing of any purchase by purchase, represent and sale to TriZetto of the First Refusal Shares shall take place, warrant to the extent legally practicableKnowltons that (A) the Stockholder has full right, on such date that is no less than 5 title and no more than 30 days following interest in and to the date of subject shares, (B) the TriZetto Acceptance NoticeStockholder has all the necessary power and authority and has taken all necessary action to sell the subject shares, as TriZetto and IMS shall mutually agree. The closing shall be held at 10:00 a.m., local time, at (C) the principal office of TriZetto. At such closing: (i) IMS shall deliver to TriZetto certificates representing the First Refusal Shares being sold (or affidavits of loss in lieu thereof), subject shares are free and clear of any Lien; and all mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than (i) those arising as a result of or under the terms of this Agreement and (ii) TriZetto shall deliver to IMS the cash consideration any restrictions that may continue to be paid for such First Refusal applicable under that certain Stockholders Agreement dated as of June 30, 2014 by and among the Company, the Knowltons, the Stockholders, certain other holders of Common Stock and the Investors (as therein defined), as amended by that certain Amendment No. 1 to the Stockholders Agreement dated as of October 21, 2015 and as may have been further amended subsequent to the date of this Agreement (as so amended, the “Stockholders Agreement”). (iv) The closing of any sale of Shares in accordance with pursuant to this Section 6.1(b); and (iii) IMS and TriZetto 2 shall execute or cause to be executed such other documents and take or cause to be taken such other actions as shall be reasonably necessary to consummate place no later than 30 days following receipt by the purchase and sale Stockholders of the First Refusal Shares on Purchase Exercise Notice. The Knowltons shall give the terms contemplated by Stockholders at least 10 days’ written notice of the Offer Terms and proposed date of closing (the other terms and conditions set forth in this Section. TriZetto and IMS each will pay any costs that it incurs in complying with the obligations set forth in this paragraph“Purchase Right Closing Date”).