Common use of Company Payments Clause in Contracts

Company Payments. (i) The Company shall pay to Parent a fee equal to $1,800,000 (One Million Eight Hundred Thousand U.S. Dollars) (the “Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent, in the event that (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) hereof or Section 8.1(d) hereof or (2) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i) hereof, (B) following the execution and delivery of this Agreement and prior to the 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 Stockholders and (C) within twelve (12) months following the 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 letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). (ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f)(iii) hereof, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent within one Business Day after demand by Parent.

Company Payments. (i) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii) hereof, the Company shall pay to Parent a fee ------------------ equal to Forty Million Dollars ($40,000,000) by wire transfer of immediately available funds to an account designated in writing by Parent (the "Termination ----------- Fee Amount"). --- (ii) The Company shall pay to Parent a fee equal to $1,800,000 (One Million Eight Hundred Thousand U.S. Dollars) (the “Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day (1) business day after demand by Parent, in the event that (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b8.1(b)(i) hereof or Section 8.1(d8.1(b)(ii) hereof hereof, or ----------------- ------------------ (2B) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i) hereof8.1(d)(i), and ----------------- (Bx) following the execution and delivery of this Agreement and prior to the 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)Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or known and shall not have been communicated or otherwise made known to the Company Stockholders unconditionally and publicly withdrawn, and (Cy) within twelve (12) months following the termination of this Agreement, either an a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated consummated, or the Company enters into a letter of intent, memorandum of understanding intent or other Contract providing for an a Company Acquisition Transaction (whether or not the and any Company Acquisition Transaction referenced in the preceding clause (B))is later consummated. (iiiii) In the event that this Agreement is terminated by Parent the Company pursuant to Section 8.1(f)(iii8.1(c)(ii) hereof, as a condition and prior to such ------------------ termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent within one Business Day after demand by Parent.

Company Payments. (i) In the event that this Agreement is terminated by Parent pursuant to SECTION 8.1(d)(II) hereof, the Company shall pay to Parent a fee equal to Forty Million Dollars ($40,000,000) by wire transfer of immediately available funds to an account designated in writing by Parent (the "TERMINATION FEE AMOUNT"). (ii) The Company shall pay to Parent a fee equal to $1,800,000 (One Million Eight Hundred Thousand U.S. Dollars) (the “Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day (1) business day after demand by Parent, in the event that (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(bSECTION 8.1(b)(I) hereof or Section 8.1(dSECTION 8.1(b)(II) hereof hereof, or (2B) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i) hereofSECTION 8.1(d)(I), and (Bx) following the execution and delivery of this Agreement and prior to the 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)Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or known and shall not have been communicated or otherwise made known to the Company Stockholders unconditionally and publicly withdrawn, and (Cy) within twelve (12) months following the termination of this Agreement, either an a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated consummated, or the Company enters into a letter of intent, memorandum of understanding intent or other Contract providing for an a Company Acquisition Transaction (whether or not the and any Company Acquisition Transaction referenced in the preceding clause (B))is later consummated. (iiiii) In the event that this Agreement is terminated by Parent the Company pursuant to Section 8.1(f)(iiiSECTION 8.1(c)(II) hereof, as a condition and prior to such termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent within one Business Day after demand by Parent.

Company Payments. (i) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii) hereof, the Company shall pay to Parent a fee ------------------ equal to Forty Million Dollars ($40,000,000) by wire transfer of immediately available funds to an account designated in writing by Parent (the "Termination ----------- Fee Amount"). ---------- (ii) The Company shall pay to Parent a fee equal to $1,800,000 (One Million Eight Hundred Thousand U.S. Dollars) (the “Termination Fee Amount”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day (1) business day after demand by Parent, in the event that (A) (1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b8.1(b)(i) hereof or Section 8.1(d8.1(b)(ii) hereof hereof, or ----------------- ------------------ (2B) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i) hereof8.1(d)(i), and ----------------- (Bx) following the execution and delivery of this Agreement and prior to the 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)Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or known and shall not have been communicated or otherwise made known to the Company Stockholders unconditionally and publicly withdrawn, and (Cy) within twelve (12) months following the termination of this Agreement, either an a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated consummated, or the Company enters into a letter of intent, memorandum of understanding intent or other Contract providing for an a Company Acquisition Transaction (whether or not the and any Company Acquisition Transaction referenced in the preceding clause (B))is later consummated. (iiiii) In the event that this Agreement is terminated by Parent the Company pursuant to Section 8.1(f)(iii8.1(c)(ii) hereof, as a condition and prior to such ------------------ termination, the Company shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent within one Business Day after demand by Parent.

Company Payments. (i) The Company shall pay to Parent a fee equal to $1,800,000 (One Million Eight Hundred Thousand U.S. Dollars) (the “Termination Fee Amount”), by wire transfer of in immediately available funds to an account or accounts designated in writing by Parentfunds, within one Business Day (1) business day after demand by Parent, in the event that an amount equal to $38.472 million plus any Parent Stipulated Expenses (Aas defined below) (1) this Agreement is terminated incurred by Parent or in connection with the Company pursuant to Section 8.1(btransaction contemplated hereby (the "Termination Fee") hereof or Section 8.1(d) hereof or if: (2i) this Agreement is terminated by Parent pursuant to Section 8.1(f)(i7.1(g) hereofor (h). (ii) this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(b) or (Bd) and any of the following shall occur (provided, however, that in the case of termination pursuant to Section 7.1(d), Company shall pay to Parent the Parent Stipulated Expenses immediately after such termination regardless of whether either of the following shall occur): a) if following the execution and delivery of this Agreement date hereof and prior to the 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)Company Stockholders Meeting, a third party has announced 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 Stockholders and (C) within twelve (12) months following the termination of this AgreementAgreement a Company Acquisition (as defined below) is consummated; or b) if following the date hereof and prior to the Company Stockholders Meeting, either a third party has announced an Acquisition Transaction Proposal and within twelve (whether or not 12) months following the Acquisition Transaction referenced in the preceding clause (B)) is consummated or termination of this Agreement the Company enters into a an agreement or letter of intent, memorandum of understanding or other Contract intent providing for an Acquisition Transaction (whether or not a Company Acquisition. As used in this Agreement, the Acquisition Transaction referenced in the preceding clause (B)). (ii) In the event that this Agreement is terminated term "PARENT STIPULATED EXPENSES" shall mean those fees and expenses actually incurred by Parent pursuant to Section 8.1(f)(iii) hereofin connection with this Agreement, and the Company transactions contemplated hereby and thereby, including fees and expenses of counsel, investment bankers, accountants, experts, consultants and other representatives; provided that such amount shall pay to Parent a fee equal to the Termination Fee Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Parent within one Business Day after demand by Parentnot exceed $2.0 million.