Common use of Look-Back Clause in Contracts

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.