Common use of Guaranteed Price Clause in Contracts

Guaranteed Price. (i) In the event Shareholder makes a Permitted Transfer pursuant to Section 1(b)(i) above during the period from the Closing Date to the first anniversary of the Closing Date in a bona fide, arm's length transaction at a gross price per share below the Guaranteed Price, and the average closing price per share of the Common Stock as quoted on the NYSE for the trading days from the Closing Date to the trading day preceding such sale is below the Guaranteed Price then, after its receipt of written notice from Shareholder of such sale, which notice shall include evidence reasonably satisfactory to Parent of the gross price per Share received by Shareholder in such sale (the "DISPOSITION PRICE"), Parent shall pay Shareholder, in immediately available funds, an amount equal to (A) the Guaranteed Price, LESS (B) the Disposition Price, MULTIPLIED BY (C) the number of Shares disposed of in such sale. (ii) Prior to making any Permitted Transfer under Section 1b(i) above, Shareholder shall offer to sell the Shares to Parent at a per share price equal to the Guaranteed Price. Parent shall have 24 hours to accept the Offer.