Common use of Company Payment Clause in Contracts

Company Payment. (i) In the event that this Agreement is terminated pursuant to Section 9.1(g), within five (5) Business Days after demand by Merger Sub, the Company shall pay to Merger Sub a fee equal to NT$343,182,610 (the "Termination Fee Amount") by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub. (ii) In the event that this Agreement is terminated pursuant to Section 9.1(e), prior to and as a condition to the effectiveness of such termination, the Company shall pay to Merger Sub a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub. (iii) The Company shall pay to Merger Sub a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub, within five (5) Business Days after demand by Merger Sub, in the event that (A)(1) this Agreement is terminated pursuant to Section 9.1(b)(i) or Section 9.1(c) (other than the termination is due to the non-satisfaction of conditions set forth in Section 8.1(c), (d), (e), or due to termination by Company as permitted by Sections 8.1 (g) and (h) ) or (2) this Agreement is terminated pursuant to Section 9.1(f), (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, and (C) within twelve (12) months following such termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a definitive agreement with respect to an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) (for purposes of this Section 9.3(b)(iii), the references to "10%" in the definition of "Acquisition Transaction" shall be deemed to be a reference to "50%.")

Company Payment. (i) In the event that this Agreement is terminated pursuant to Section 9.1(g), within five If (5) Business Days after demand by Merger Sub, the Company shall pay to Merger Sub a fee equal to NT$343,182,610 (the "Termination Fee Amount") by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub. (ii) In the event that this Agreement is terminated pursuant to Section 9.1(e), prior to and as a condition to the effectiveness of such termination, the Company shall pay to Merger Sub a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub. (iii) The Company shall pay to Merger Sub a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub, within five (5) Business Days after demand by Merger Sub, in the event that (A)(1A) this Agreement is validly terminated pursuant to (I) Section 9.1(b)(i) or Section 9.1(c) (other than the termination is due to the non-satisfaction of conditions set forth in Section 8.1(c7.1(c), (d), (eII) Section 7.1(d), or due to termination by Company as permitted by Sections 8.1 (gIII) and (h) ) or (2) this Agreement is terminated pursuant to Section 9.1(f7.1(e), ; (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in pursuant to the case of any termination referred to in immediately preceding clause (A)(2) aboveA), an Acquisition Proposal shall have has been publicly announced or shall have become publicly known, or shall have been communicated disclosed and not withdrawn or otherwise made known to the Company, abandoned; and (C) within twelve (12) months one year following such the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in Agreement pursuant to the preceding clause (BA)) is consummated or , the Company enters into a definitive agreement providing for the consummation of any transaction or series of related transactions (other than the Merger) involving an Acquisition Proposal (an “Acquisition Transaction”), and the Company at any time thereafter consummates such Acquisition Transaction, then the Company will concurrently with the consummation of such Acquisition Transaction pay to the Parent an amount equal to $710,000 (the “Company Termination Fee”), in accordance with the payment instructions provided to the Company by the Parent. For purposes of this Section 7.3(b)(i), all references to “15%” 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(f), then the Company must promptly (and in any event within two Business Days) following such termination pay to the Parent the Company Termination Fee in accordance with the payment instructions provided to the Company by the Parent. (iii) If this Agreement is validly terminated pursuant to Section 7.1(h), then the Company must, prior to or concurrently with such termination, pay to the Parent the Company Termination Fee in accordance with the payment instructions provided to the Company by the Parent; provided that if (A) such termination occurs prior to the Initial No-Shop Period Start Date (or, if the Superior Proposal with respect to which the Company is terminating this Agreement pursuant to Section 7.1(h) is with an Acquisition Transaction (whether or not Excluded Party, then if such termination occurs prior to the Acquisition Transaction referenced in the preceding clause Excluded Party No-Shop Period Start Date), and (B)) (the Company has entered into an Alternative Acquisition Agreement to consummate a Superior Proposal at the time of such termination, then the “Company Termination Fee” for purposes of this Section 9.3(b)(iii), the references Agreement shall mean an amount equal to "10%" in the definition of "Acquisition Transaction" shall be deemed to be a reference to "50%$470,000.")

Company Payment. (i) In the event that this Agreement is terminated pursuant to Section 9.1(g), within five If (5) Business Days after demand by Merger Sub, the Company shall pay to Merger Sub a fee equal to NT$343,182,610 (the "Termination Fee Amount") by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub. (ii) In the event that this Agreement is terminated pursuant to Section 9.1(e), prior to and as a condition to the effectiveness of such termination, the Company shall pay to Merger Sub a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub. (iii) The Company shall pay to Merger Sub a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub, within five (5) Business Days after demand by Merger Sub, in the event that (A)(1A) this Agreement is validly terminated pursuant to (I) Section 9.1(b)(i) or Section 9.1(c) (other than the termination is due to the non-satisfaction of conditions set forth in Section 8.1(c7.1(c), (d), (eII) Section 7.1(d), or due to termination by Company as permitted by Sections 8.1 (gIII) and (h) ) or (2) this Agreement is terminated pursuant to Section 9.1(f7.1(e), ; (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in pursuant to the case of any termination referred to in immediately preceding clause (A)(2) aboveA), an Acquisition Proposal shall have has been publicly announced or shall have become publicly known, or shall have been communicated disclosed and not withdrawn or otherwise made known to the Company, abandoned; and (C) within twelve (12) months one year following such the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in Agreement pursuant to the preceding clause (BA)) is consummated or , the Company enters into a definitive agreement providing for the consummation of any transaction or series of related transactions (other than the Merger) involving an Acquisition Proposal (an “Acquisition Transaction”) and, within or after such one-year period, such Acquisition Transaction is consummated, then the Company will concurrently with the consummation of such Acquisition Transaction pay to the Parent an amount equal to $4,000,000 (the “Company Termination Fee”), in accordance with the payment instructions which have been provided to the Company by Parent as of the date of this Agreement, or as further updated by written notice by Parent from time to time. For purposes of this Section 7.3(b)(i), all references to “15%” 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(f), then the Company must promptly (and in any event within two Business Days) following such termination pay to the Parent the Company Termination Fee, in accordance with the payment instructions which have been provided to the Company by Parent as of the date of this Agreement, or as further updated by written notice by Parent from time to time. (iii) If this Agreement is validly terminated pursuant to Section 7.1(h), then the Company must prior to or concurrently with such termination pay to the Parent the Company Termination Fee, in accordance with the payment instructions which have been provided to the Company by Parent as of the date of this Agreement, or as further updated by written notice by Parent from time to time; provided that if (A) such termination occurs prior to the Initial No-Shop Period Start Date (or, if the Superior Proposal with respect to which the Company is terminating this Agreement pursuant to Section 7.1(h) is with an Acquisition Transaction (whether or not Excluded Party, then if such termination occurs prior to the Acquisition Transaction referenced in the preceding clause Excluded Party No-Shop Period Start Date) and (B)) (the Company has entered into an Alternative Acquisition Agreement to consummate a Superior Proposal at the time of such termination, then the “Company Termination Fee” for purposes of this Section 9.3(b)(iii), the references Agreement shall mean an amount equal to "10%" in the definition of "Acquisition Transaction" shall be deemed to be a reference to "50%$3,000,000.")

Company Payment. (i) In If (x) the event that Board of Directors of the Company shall have withheld, withdrawn or modified in a manner adverse to Parent its recommendation in favor of the adoption and approval of this Agreement is terminated pursuant and the Merger or (y) the Board of Directors of the Company recommends a Company Superior Proposal to Section 9.1(g), within five (5) Business Days after demand by Merger Subthe stockholders of the Company, the Company shall pay to Merger Sub a fee Parent an amount equal to NT$343,182,610 $3.0 million within one (1) business day following the "Termination Fee Amount"first to occur of (A) by wire transfer termination of immediately available funds this Agreement pursuant to an account or accounts designated in writing by Merger SubSection 7.1(e) hereof and (B) a Company Negative Vote (as defined below). (ii) In the event that this Agreement If no payment is terminated required pursuant to Section 9.1(e)7.3(b)(i) above, and if (x) the vote of the stockholders of the Company approving and adopting this Agreement and approving the Merger shall not have been obtained by reason of the failure to obtain the required vote upon a vote taken at a meeting of stockholders duly convened therefor or at any adjournment thereof (a "COMPANY NEGATIVE VOTE") and (y) this Agreement shall have been terminated by Parent pursuant to Section 7.1(d) and (z) within nine (9) months following such Company Negative Vote, the Company shall execute and deliver a definitive agreement with respect to an Acquisition Proposal or otherwise consummates an Acquisition Proposal, the Company shall pay to Parent an amount equal to $3.0 million within one (1) business day following demand therefor by Parent. (iii) If no payment is required pursuant to Section 7.3(b)(i) or (ii) above, and if (x) the Company Stockholders' Meeting is not held on or prior to February 28, 1999 and as a condition (y) this Agreement shall have been terminated by Parent pursuant to the effectiveness of Section 7.1(b) and (z) within nine (9) months following such termination, the Company shall pay to Merger Sub a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub. (iii) The Company shall pay to Merger Sub a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Merger Sub, within five (5) Business Days after demand by Merger Sub, in the event that (A)(1) this Agreement is terminated pursuant to Section 9.1(b)(i) or Section 9.1(c) (other than the termination is due to the non-satisfaction of conditions set forth in Section 8.1(c), (d), (e), or due to termination by Company as permitted by Sections 8.1 (g) and (h) ) or (2) this Agreement is terminated pursuant to Section 9.1(f), (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement (in the case of any termination referred to in clause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in clause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, and (C) within twelve (12) months following such termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters enter into a definitive agreement with respect to an Acquisition Transaction (whether Proposal or not the otherwise consummates an Acquisition Transaction referenced in the preceding clause (B)) (for purposes of this Section 9.3(b)(iii)Proposal, the references Company shall pay to "10%" in the definition of "Acquisition Transaction" shall be deemed Parent an amount equal to be a reference to "50%$3.0 million within one (1) business day following demand therefor by Parent.")