Common use of Company Payment Clause in Contracts

Company Payment. (i) If this Agreement is terminated pursuant to Section 7.1(c)(iii) or Section 7.1(d)(iii) of this Agreement, the Company shall pay to Parent a cash fee equal to $100,000,000 (the “Termination Fee”) in immediately available funds concurrent with such termination. (ii) If this Agreement is terminated pursuant to Section 7.1(b)(iii) and (x) at least three (3) days prior to the Company Stockholders’ Meeting, a proposal for an Acquisition with respect to the Company has been publicly disclosed and which is not withdrawn, and (y) within 12 months following the termination of this Agreement pursuant to Section 7.1(b)(iii), an Acquisition (whether or not the Acquisition referenced in the preceding clause (x)) is consummated or the Company enters into a definitive agreement or letter of intent with respect to an Acquisition (whether or not the Acquisition referenced in the preceding clause (x)) and such Acquisition is subsequently consummated, then promptly, but in no event later than two (2) Business Days after the consummation of such Acquisition, the Company shall pay to Parent a cash fee equal to the Termination Fee in immediately available funds; provided that if at the time this Agreement is terminated pursuant to Section 7.1(b)(iii), a Triggering Event has occurred, such termination shall be deemed to be pursuant to Section 7.1(c)(iii) and Section 7.3(b)(i) shall apply instead of this Section 7.3(b)(ii). For the avoidance of doubt, in no event shall the Company be obligated to pay to Parent more than one Termination Fee under this Agreement.

Company Payment. (i) If (A) this Agreement is validly terminated pursuant to (I) Section 7.1(c)(iii7.1(c) or (II) Section 7.1(d)(iii7.1(d); (B) an Acquisition Proposal has been publicly announced or disclosed and not withdrawn or otherwise abandoned prior to the date of the Company Meeting; and (C) within one year following the termination of this AgreementAgreement pursuant to the preceding clause (A), the Company shall enters into an Alternative Acquisition Agreement providing for the consummation of any transaction or series of related transactions (other than the Merger) involving an Acquisition Proposal (an “Acquisition Transaction”), or the Company consummates an Acquisition Transaction, then the Company will concurrently with the earlier of (x) the signing of the applicable Alternative Acquisition Agreement or (y) the consummation of an Acquisition Transaction, pay to the Parent a cash fee an amount equal to $100,000,000 15,768,265 (the “Company Termination Fee”) ), in immediately available funds concurrent accordance with such terminationthe payment instructions provided to the Company by the Parent. For purposes of this Section 7.3(b)(i), all references to “20%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”. (ii) If this Agreement is validly terminated pursuant to Section 7.1(b)(iii7.1(f), then the Company must promptly (and in any event within two Business Days) and (x) at least three (3) days prior following such termination pay to the Parent the Company Termination Fee in accordance with the payment instructions provided to the Company Stockholders’ Meeting, a proposal for an Acquisition with respect to by the Company has been publicly disclosed and which is not withdrawn, and Parent. (yiii) within 12 months following the termination of this Agreement pursuant to Section 7.1(b)(iii), an Acquisition (whether or not the Acquisition referenced in the preceding clause (x)) is consummated or the Company enters into a definitive agreement or letter of intent with respect to an Acquisition (whether or not the Acquisition referenced in the preceding clause (x)) and such Acquisition is subsequently consummated, then promptly, but in no event later than two (2) Business Days after the consummation of such Acquisition, the Company shall pay to Parent a cash fee equal to the Termination Fee in immediately available funds; provided that if at the time If this Agreement is validly terminated pursuant to Section 7.1(b)(iii7.1(h), a Triggering Event has occurred, such termination shall be deemed to be pursuant to Section 7.1(c)(iii) and Section 7.3(b)(i) shall apply instead of this Section 7.3(b)(ii). For the avoidance of doubt, in no event shall then the Company be obligated must, prior to or concurrently with such termination, pay to the Parent more than one the Company Termination Fee under this Agreement.in accordance with the payment instructions provided to the Company by the Parent;

Company Payment. (i) If (A) this Agreement is validly terminated pursuant to (I) Section 7.1(c)(iii7.1(c) or (II) Section 7.1(d)(iii7.1(d); (B) an Acquisition Proposal has been publicly announced or disclosed and not withdrawn or otherwise abandoned prior to the date of the Company Meeting; and (C) within one year following the termination of this AgreementAgreement pursuant to the preceding clause (A), the Company shall enters into an Alternative Acquisition Agreement providing for the consummation of any transaction or series of related transactions (other than the Merger) involving an Acquisition Proposal (an “Acquisition Transaction”), or the Company consummates an Acquisition Transaction, then the Company will concurrently with the earlier of (x) the signing of the applicable Alternative Acquisition Agreement or (y) the consummation of an Acquisition Transaction, pay to the Parent a cash fee an amount equal to $100,000,000 15,768,265 (the “Company Termination Fee”) ), in immediately available funds concurrent accordance with such terminationthe payment instructions provided to the Company by the Parent. For purposes of this Section 7.3(b)(i), all references to “20%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”. (ii) If this Agreement is validly terminated pursuant to Section 7.1(b)(iii7.1(f), then the Company must promptly (and in any event within two Business Days) and (x) at least three (3) days prior following such termination pay to the Parent the Company Termination Fee in accordance with the payment instructions provided to the Company Stockholders’ Meeting, a proposal for an Acquisition with respect to by the Company has been publicly disclosed and which is not withdrawn, and Parent. (yiii) within 12 months following the termination of this Agreement pursuant to Section 7.1(b)(iii), an Acquisition (whether or not the Acquisition referenced in the preceding clause (x)) is consummated or the Company enters into a definitive agreement or letter of intent with respect to an Acquisition (whether or not the Acquisition referenced in the preceding clause (x)) and such Acquisition is subsequently consummated, then promptly, but in no event later than two (2) Business Days after the consummation of such Acquisition, the Company shall pay to Parent a cash fee equal to the Termination Fee in immediately available funds; provided that if at the time If this Agreement is validly terminated pursuant to Section 7.1(b)(iii7.1(h), a Triggering Event has occurred, such termination shall be deemed to be pursuant to Section 7.1(c)(iii) and Section 7.3(b)(i) shall apply instead of this Section 7.3(b)(ii). For the avoidance of doubt, in no event shall then the Company be obligated must, prior to or concurrently with such termination, pay to the Parent more than one the Company Termination Fee under this Agreement.in accordance with the payment instructions provided to the Company by the Parent; (c)