Common use of Company Payment Clause in Contracts

Company Payment. (1) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(f), then the Company shall pay Parent a termination fee of $11.8 million (the “Company Termination Fee”) within three (3) Business Days of such termination. (2) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b), (B) an Acquisition Proposal had been made publicly or privately to the Company after the date hereof and not withdrawn prior to the date of such termination and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee. (3) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), (B) an Acquisition Proposal had been publicly announced prior to the Company Stockholders’ Meeting and not withdrawn prior to the date of such meeting and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee. (4) In the event that (A) this Agreement is terminated by Parent pursuant to Section 7.1(h), (B) an Acquisition Proposal had been made publicly or privately to the Company prior to the occurrence of the breach giving rise to the right to terminate pursuant to such section and not withdrawn prior to the date of such termination and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee.

Company Payment. The Company shall pay to Parent a cash amount equal to $24,618,000 (1the “Termination Fee”) In in the event that this Agreement is terminated by Parent terminated: (i) pursuant to Section 7.1(f8.1(g), then (ii) pursuant to Section 8.1(h), (iii) pursuant to Section 8.1(b), Section 8.1(d) or Section 8.1(f) (where the breach or failure to perform by the Company shall pay Parent was willful and material) following the occurrence of a termination fee of $11.8 million Triggering Event or (iv) pursuant to Section 8.1(b), Section 8.1(d) or Section 8.1(f) (where the “Company Termination Fee”Company’s breach or failure to perform was willful and material) within three (3) Business Days of such termination. (2) In the event that and (A) this following the Agreement is terminated by Parent or Date and prior to such termination, either in the Company pursuant to case of Section 7.1(b), (B8.1(c) an Acquisition Proposal had been made publicly or privately with respect to the Company after became publicly known or, in the date hereof case of Section 8.1(b) and Section 8.1(f), an Acquisition Proposal shall have been communicated to the Company Board, and in each of such cases, such Acquisition Proposal has not been unconditionally withdrawn prior to the date of such termination and (CB) within twelve (12) 12 months following the termination of such termination this Agreement, either an Acquisition Transaction with respect to the Company is consummated or the Company enters into a definitive agreement forContract providing for an Acquisition Transaction, or consummates, any Acquisition, then which is subsequently consummated (regardless of when such consummation occurs). For purposes of this Section 8.3(b) all percentages in the definition of Acquisition Transaction will be deemed to be references to 50%. The Company shall pay Parentto Parent the Termination Fee by wire transfer of immediately available funds to an account designated by Parent promptly but in no event later than: (A) for a termination described in clause (i) or clause (iii), upon one Business Day after the date of such termination, (B) for a termination described in clause (ii), prior to or concurrently with such termination or (C) for a termination described in clause (iv), the date of the consummation of such Acquisition, an amount equal to the Company Termination FeeAcquisition Transaction. (3) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), (B) an Acquisition Proposal had been publicly announced prior to the Company Stockholders’ Meeting and not withdrawn prior to the date of such meeting and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee. (4) In the event that (A) this Agreement is terminated by Parent pursuant to Section 7.1(h), (B) an Acquisition Proposal had been made publicly or privately to the Company prior to the occurrence of the breach giving rise to the right to terminate pursuant to such section and not withdrawn prior to the date of such termination and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee.

Company Payment. The Company shall pay to Parent a fee equal to $11,000,000 (1the “Termination Fee”) In in the event that this Agreement is terminated by Parent terminated: (i) pursuant to Section 7.1(f7.1(g), then ; (ii) pursuant to either Section 7.1(b) or 7.1(d) following the Company shall pay Parent occurrence of a termination fee of $11.8 million Triggering Event; (the “Company Termination Fee”iii) within three pursuant to Section 7.1(h); (3iv) Business Days of such termination. (2pursuant to either Section 7.1(b) In the event that or 7.1(d) and (A) this Agreement is terminated by Parent or in the Company case of termination pursuant to Section 7.1(b), (B) an Acquisition Proposal had been made publicly or privately to the Company after the date hereof and not withdrawn prior to the date of such termination and (C) within twelve (12) months or, in the case of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee. (3) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), (B) an Acquisition Proposal had been publicly announced prior to the Company Stockholders’ Meeting Stockholders Meeting, an Acquisition Proposal with respect to the Company was publicly disclosed and not withdrawn prior (or, in the case of Section 7.1(b), an Acquisition Proposal existed and was not withdrawn) and (B) within 12 months following the termination of this Agreement, either an Acquisition (as defined in Section 7.3(e)) with respect to the date of such meeting and (C) within twelve (12) months of such termination Company is consummated or the Company enters into a definitive agreement forContract providing for an Acquisition; or (v) pursuant to Section 7.1(f)(i) as a result of willful breach of this Agreement by the Company and (A) prior to such termination, or consummates, any Acquisition, then an Acquisition Proposal with respect to the Company shall have been made and (B) within 12 months following the termination of this Agreement, either an Acquisition is consummated or the Company enters into a Contract providing for an Acquisition. The Company shall pay Parentto Parent the Termination Fee by wire transfer of immediately available funds to an account designated by Parent promptly but in no event later than: (x) for a termination described in clause (i) or (ii) above, upon one Business Day after the date of such termination; (y) for a termination described in clause (iii) above, prior to or concurrently with such termination; or (z) for a termination described in clauses (iv) or (v) above, the earlier of the date of the Company’s entry into such Contract providing for an Acquisition or the consummation of such Acquisition, an amount equal . Notwithstanding anything in this Agreement to the Company Termination Fee. (4) In the event that (A) this Agreement is terminated by Parent pursuant to Section 7.1(h)contrary, (B) an Acquisition Proposal had been made publicly or privately to the Company prior to the occurrence of the breach giving rise to the right to terminate pursuant to such section and not withdrawn prior to the date of such termination and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall not be required to pay Parent, upon to Parent the consummation of such Acquisition, an amount equal to the Company Termination FeeFee more than once.

Company Payment. (1) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(f7.1(e), then the Company shall pay Parent a termination fee of USD $11.8 million 3,375,000 (the “Company Termination Fee”) within three (3) Business Days business days of such termination. (2) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) (except if the failure to consummate Merger 1 prior to the End Date (as it may be extended) was caused by the actions of any Governmental Entity), (B) an Acquisition Proposal had been made publicly or privately to the Company after the date hereof and not withdrawn prior to the date of such termination and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee. (3) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), (B) and an Acquisition Proposal had been is made publicly announced prior to the Company Stockholders’ Meeting and not withdrawn prior to the date within twelve (12) months of such meeting termination, and (C) the Company within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisitionfor and within eighteen (18) months of such termination consummates an Acquisition resulting from such Acquisition Proposal, then the Company shall pay Parent, Parent concurrently upon the consummation of such Acquisition, an amount equal to Parent’s actual documented reasonable out-of-pocket expenses in connection with the Company Termination Feetransactions contemplated hereunder up to a maximum of $1,400,000. (4) In the event that (A) this Agreement is terminated by Parent pursuant to Section 7.1(h7.1(g) due to a willful and knowing breach of this Agreement by the Company (except that the requirement of willful and knowing shall not apply to a breach of the covenants and agreements contained in Section 5.3 of this Agreement), (B) an Acquisition Proposal had been made publicly or privately to the Company prior to the occurrence of the breach giving rise to the right to terminate pursuant to such section and not withdrawn prior to the date of such termination and (C) within twelve (12) months of such termination the Company enters into a definitive agreement for, or consummates, any Acquisition, then the Company shall pay Parent, upon the consummation of such Acquisition, an amount equal to the Company Termination Fee. (5) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(i), then the Company shall pay Parent, at or before the effective time of such termination, an amount equal to the Company Termination Fee.