Look-Back Clause Samples

Look-Back. Notwithstanding the foregoing definition of Call Price, if (i) the Issuer exercises its Call Right, and (ii) on or before the end of the Lookback Period, the Issuer shall enter or shall have entered into an agreement, commitment, letter of intent, memorandum of understanding or the like, binding or non-binding, with a third party respecting an Acquisition and such Acquisition is subsequently consummated, if the aggregate gross proceeds that would be payable to all Conversion Right Holders in connection with such Acquisition had (A) the Issuer not so exercised such Call Right, and (B) all Conversion Right Holders exercised, in connection with such Acquisition and as of immediately prior to the consummation thereof, their respective Conversion Rights as to all Associated Debt outstanding as of immediately prior to the Issuer’s exercise of such Call Right, then the Issuer shall pay or cause to be paid to Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, as additional Call Price, the difference between (x) such proceeds as would have been payable to all Conversion Right Holders in connection with such Acquisition, and (y) such Call Price actually paid to the Agent by the Issuer; and such payment of such difference shall be made to Agent as and when payments of the consideration in such Acquisition are made to the holders of outstanding Common Stock.

Look-Back. The parties acknowledge that the intent of this Agreement is to accurately capture the scope and nature of the administrative services provided to ProVantage by ShopKo as of the date hereof, so that such services may continue uninterrupted for the term of this Agreement. Both parties have made a good faith attempt to identify all of the administrative services provided to ProVantage by ShopKo as of the date hereof. If, however, it is later determined that the parties unintentionally omitted a description of services or charges therefor, both parties shall negotiate in good faith to amend this Agreement to include such services and charges, and charges and credits for such additional services shall be retroactive back to the commencement date of this Agreement.

Look-Back. The parties acknowledge that the intent of this Agreement is to accurately capture the scope and nature of the information technology services being performed as of the date hereof, so that such services may continue uninterrupted for the term of this Agreement. Both parties have made a good faith attempt to identify all of the information technology services provided to ProVantage by ShopKo. If, however, it is later determined that the parties unintentionally omitted a description of services or charges therefor, both parties shall negotiate in good faith to amend this Agreement to include such services and charges, and charges and credits for such additional services shall be retroactive back to the commencement date of this Agreement.

Look-Back. In the event that (i) a holder of Preferred Stock ceases to be an employee of the Corporation as a result of death, disability or termination without cause (the “Termination”); (ii) the Corporation redeems said holder’s Preferred Stock pursuant to this Article IV, Section 3; and (iii) within the next twelve (12) months following the Termination a Liquidity Event shall occur, then such holder of Preferred Stock, or his or her heirs or estate, shall receive, and the Corporation shall pay, the excess, if any, of (y) the value of the Common Stock that the holder of Preferred Stock would have been entitled to receive as of the date of the Liquidity Event had the Termination not occurred; over (z) the value received by such holder for the redeemed Preferred Stock.

Look-Back. In the event that the Exclusive Negotiation Period expires before Genzyme and Isis have entered into an Antisense License, Genzyme will have no further obligation to negotiate with Isis with respect to any Antisense License in [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. any country in the Territory, and Genzyme will be free to grant one or more Antisense Licenses to one or more Third Parties in any country or countries in the Territory at Genzyme’s sole discretion; provided, however, that for a period equal to the longer of (i) the Term plus one (1) year or (ii) three (3) years following the expiration of the Exclusive Negotiation Period, Genzyme will not offer any Third Party an Antisense License containing a license scope and financial terms that are more favorable to the Third Party than the license scope and financial terms that Genzyme last offered to Isis during the Negotiation Period unless Genzyme first offers an Antisense License with such more favorable scope and terms to Isis in writing and Isis fails to accept such offer within fourteen (14) days after receiving it.

Look-Back. Notwithstanding the foregoing definition of Call Price, if (i) the Issuer exercises its right to repay and retire the outstanding Term Loan Advance obligations to Bank in connection with a Qualified Financing, and (ii) on or before the date that is nine (9) months following the closing (or, if there shall be more than one closing, the final closing) of such Qualified Financing the Issuer shall enter into an agreement, commitment, letter of intent, memorandum of understanding or the like, binding or non-binding, with a third party respecting any transaction described in clauses (i) – (iv) of Section 2.3(e), then, if the aggregate gross proceeds that would be payable to all Conversion Right Holders had (A) the Issuer not so exercised such right in connection with such Qualified Financing, and (B) all Conversion Right Holders exercised, in connection with such transaction, both (1) their respective Conversion Rights as to all Associated Debt outstanding as of immediately prior to such Issuer exercise, and (2) their respective Purchase Rights as to all Associated Repaid Principal as of immediately prior to such Issuer exercise, exceed the Call Price actually paid to Bank by the Issuer in connection with such Issuer exercise, the Issuer shall pay or cause to be paid to Bank, as additional Call Price, the difference between such proceeds as would have been payable to all Conversion Right Holders in connection with such transaction described in clauses (i) – (iv) of Section 2.3(e) and such Call Price actually paid to Bank by the Issuer; provided, that (x) in the case of a transaction described in clauses (i) – (iii) of Section 2.3(e), such payment of such difference shall be made to Bank as and when payments of the consideration in such transaction are made to the holders of the same class and series of Issuer shares as would have been issued upon conversion of all Term Loan Advance obligations and exercise of all Purchase Rights had all Conversion Right Holders exercised their respective Conversion Rights and Purchase Rights in connection therewith; and (y) in the case of an IPO: (1) whether there is such a difference shall be determined by multiplying (A) the price per share to the public of Issuer common stock set forth in the Issuer’s final prospectus filed pursuant to Rule 424(b) under the Act, by (B) the total number of shares of Issuer common stock that would have been issued to all Conversion Right Holders and/or their designated recipients on conversion ...

Look-Back. (i) If the Company purchases Warrants and/or Warrant Shares pursuant to this Section 12 and subsequently, at any time up to twelve (12) months after the closing of such purchase, there occurs an event (a "Look Back Event") involving any of the following: (A) a sale of assets or stock, reorganization, recapitalization, merger, consolidation, redemption, repurchase or other transaction, the result of which is that following such sale, reorganization, recapitalization, merger, consolidation, redemption, repurchase or other transaction, there shall be a Change of Control, whether in one or a series of transactions; or (B) a sale, lease or other disposition of all or substantially all of the Company's assets (determined on a consolidated basis), a sale, lease or other disposition of all or substantially all or Ubiquitel's assets, or a sale, lease or other disposition of the Company's assets (determined on a consolidated basis) that represented at least fifty percent (50%) of the gross revenues of the Company (determined on a consolidated basis) for the most recently ended twelve (12) month period; and the consideration involved in such sale, lease or other disposition, reorganization, recapitalization, merger, consolidation, redemption, repurchase or other transaction reflects a Warrant Share value which is greater, on a per Warrant Share basis, than the Market Price of a Warrant Share used to determine the Call Option Purchase Price, then the Company shall remit to the Holders from whom such Warrants and Warrant Shares (the "Look Back Holders") were repurchased an amount equal to the product of: (x) the difference of (I) the actual fair market value of the consideration on a per Warrant Share basis involved in such subsequent sale, lease or other disposition, reorganization, recapitalization, merger, consolidation, redemption, repurchase or other transaction; less (II) the Market Price of a Warrant Share used to determine the Call Option Purchase Price multiplied by (y) in the case of repurchased Warrant Shares, the number of Warrant Shares purchased by the Company pursuant to this Section 12; and (z) in the case of repurchased Warrants, the Warrant Number in effect as of the date of delivery of the Call Notice, as adjusted pursuant to clause (ii) below, multiplied by the number of the repurchased Warrants (such sum, after giving effect to the above equation in total, the "Look Back Amount");

Look-Back. If (a) the Shares are not traded on The New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, (b) within 12 months following any acquisition by the Company of the Warrant or any Warrant Shares from a Holder (other than an acquisition of the Warrant upon its exercise), the Company consummates a Look-Back Transaction, or enters into an agreement contemplating any Look-Back Transaction which is thereafter consummated within 6 months of the date of entering into such agreement; and (c) the fair market value of the Shares indicated by such Look-Back Transaction exceeds the per Share purchase price paid in such acquisition; then in each such case the Company shall promptly pay to such Holder an amount in cash equal to the difference between the price paid to such Holder in the acquisition (as adjusted to reflect additional amounts paid as a result of any previous Look-Back Transactions) and the value of the Shares as indicated by such Look-Back Transaction. In determining fair market value of the Shares as indicated in a Look-Back Transaction, no discount shall be applied to reflect the fact that the Underlying Shares or the Shares held by the Holder would constitute a minority interest in the Company's total capital structure, would be illiquid or would have transfer restrictions, and the value of the Shares as indicated in the Look-Back Transaction shall be adjusted by assuming all Shares and Underlying Shares acquired in the acquisition were outstanding and that the Company had additional cash equal to the consideration paid in the acquisition.

Look-Back. In the event the Corporation effects a Conversion pursuant to Section 6 in which all or a portion of the Settlement Amount is settled in cash, and within 90 days after the Conversion Date, the Corporation enters into a definitive binding written agreement with respect to a Change of Control Transaction on terms such that the amount that a Holder would have received in such Change of Control Transaction had such Holder, immediately prior to the consummation of such Change of Control Transaction (and assuming the Conversion Date was the date such Change of Control Transaction was consummated) converted all such shares of Series B Preferred Stock into Common Stock (disregarding the 10% Threshold and the 19.99% Threshold), is in excess of the Liquidation Preference used to calculate the Settlement Amount, the Corporation (or its successor) shall, immediately upon the consummation of the Change of Control Transaction contemplated by such definitive binding written agreement, pay to the former Holder an amount per share of Series B Preferred Stock in cash which shall equal such difference for each share of Series B Preferred Stock that was settled in cash (rather than Common Stock).