Common use of Make Whole Payment Clause in Contracts

Make Whole Payment. Notwithstanding anything to the contrary in either Article V of the Management Investors Shareholders Agreement, dated August 26, 2011 (the “MISA”) or the letter agreement to the MISA (also dated August 26, 2011) with Executive, if an Initial Public Offering (as defined in the MISA) is consummated within six (6) months after Executive is terminated without Cause or resigns for Good Reason, and Parent (or, to the extent provided in Section 5.4 of the MISA, the Silver Lake Investors (as defined in the MISA)) has exercised the call right set forth in the MISA in whole or in part with respect to Call Shares (as defined in the MISA) then held by Executive or a member of Executive’s Call Group (as defined in the MISA) prior to such Initial Public Offering, then upon the date of the consummation of such Initial Public Offering, Executive (or the applicable member of Executive’s Call Group) shall receive a cash payment from the Company or Parent equal to the excess, if any, of (A) the value that would have been payable to Executive (or a member of Executive’s Call Group) in respect of the Call Shares previously sold to Parent (or the Silver Lake Investor(s)) through its exercise of the call right as of the date of such consummation (assuming for this purpose that Executive or a member of Executive’s Call Group had held such Call Shares as of the date of such consummation) over (B) the Call Shares Price (as defined in the MISA) actually received by Executive or a member of Executive’s Call Group for such Call Shares.