Common use of Purchasing Entity Clause in Contracts

Purchasing Entity. In the event that any Person acquires control of FMC (whether by merger, acquisition of securities, sale of all or substantially all of the assets of FMC or other transaction), all references herein to FMC shall be to such acquiring Person (or, in the event that FMC survives as a subsidiary of another Person, all references herein to FMC shall be to the ultimate parent of FMC) (in any such case, the “Purchasing Entity”). For the avoidance of doubt, in the event of such a transaction as described in the preceding sentence, all references herein to Common Stock, Fair Market Value, the EBITDA of FMC, FMC Market Capitalization, Multiple and Net Debt shall be calculated with respect to such Purchasing Entity as though such Purchasing Entity was FMC and, in the event of a Stock Election, the stockholders of ▇▇▇▇▇▇▇▇▇ Inc. would be entitled to receive Common Stock of such Purchasing Entity, provided, however, that in such case the Multiple used to calculate the Exercise Price shall be no less than the Multiple as calculated on a hypothetical basis using the Fair Market Value, EBITDA of FMC, FMC Market Capitalization and Net Debt of FMC as though a Right Notice had been delivered immediately prior to the consummation of such acquisition of FMC (even if not then during the Right Period).