Common use of Company Payments Clause in Contracts

Company Payments. (i) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e) (Company Breach) and, in each case, (A) following the execution and delivery of this Agreement, a Competing Proposal was publicly disclosed or otherwise made known to the Company and not publicly withdrawn prior to such termination and (B) at any time within twelve (12) months after such termination, the Company (x) enters into an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing Proposal, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause (x) or clause (y). For purposes of this Section 7.02(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If The Company shall pay $400 million to Parent or an Affiliate of Parent designated by Parent (the “Termination Fee”), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent or such Affiliate, (A) concurrently with, and as a condition to, the termination of this Agreement by the Company pursuant to Section 8.01(b)(ii) or (B) within two (2) Business Days after demand by Parent, if this Agreement is validly terminated by either Parent pursuant to Section 8.01(c)(ii). (ii) The Company shall pay the Termination Fee to Parent or an Affiliate of Parent designated by Parent by wire transfer of immediately available funds to an account or accounts designated in writing by Parent or such Affiliate, within two (2) Business Days after demand by Parent, if (A) this Agreement is terminated (1) by Parent or the Company pursuant to Section 7.01(b)(i8.01(a)(ii), (2) (Outside Dateby Parent or the Company pursuant to Section 8.01(a)(iii) or Section 7.01(b)(ii(3) (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e8.01(c)(i) (Company Breach) and, in each case, solely with respect to a breach of Section 5.03 or Section 6.02(c)); (AB) following the execution and delivery of this AgreementAgreement and prior to the taking a vote on this Agreement at the Company Stockholder Meeting (or any adjournment or postponement thereof), a Competing Proposal was Acquisition Transaction shall have been publicly announced or shall have become publicly disclosed or otherwise made known to the Company and not publicly withdrawn prior to such termination withdrawn; and (BC) at any time within twelve (12) months after following such terminationtermination (the “Tail Period”), a Competing Acquisition Transaction has been consummated or the Company (x) enters has entered into an Alternative Acquisition Agreement a definitive agreement with respect to any Competing Acquisition Transaction during the Tail Period and such Competing Proposal or (y) consummates such Competing Proposal, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause (x) or clause (y)Acquisition Transaction is thereafter consummated. For purposes of this Section 7.02(b)(i)the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that all references therein to “twenty percent (more than 20%)” and “eighty percent (80%)” in the definition of Competing Proposal will shall be deemed to be references to “fifty percent (50%).” (iiiii) If The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events. (iv) In the event that the Company is validly terminated by Parent pursuant obligated to Section 7.01(c) (Change of Company Recommendation)pay the Termination Fee, then the Company shall pay the Company Termination Fee lesser of the amount calculated for Parent pursuant to Parent or its designee prior to, concurrently with or within two clauses (1) and (2) Business Days after and the termination of this Agreementamount calculated for the REIT Affiliate (defined below) pursuant to clauses (3) and (4) below. (iii1) If The amount payable in any tax year of Parent shall not exceed the lesser of (i) the Termination Fee payable to Parent, and (ii) the sum of (A) the maximum amount that can be paid to Parent without causing Parent to fail to meet the requirements of Section 7704(c)(2) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 7704(d) of the Code (“PTP Qualifying Income”) and Parent has $1,000,000 of income from unknown sources during such year which is not PTP Qualifying Income (in addition to any known or anticipated income which is not PTP Qualifying Income), in each case, as determined by the Parent’s independent accountants, plus (B) in the event the Parent receives either (x) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS as described below in Section 8.03(b)(iv)(2), or (y) an opinion from Parent’s outside counsel as described below in Section 8.03(b)(iv)(2), an amount equal to the excess of the Termination Fee less the amount payable under clause (A) above. (2) To secure the Company’ s obligation to pay these amounts, the Company shall deposit into escrow an amount in cash equal to the Termination Fee with an escrow agent selected by the Company on such terms (subject to this Section 8.03(b)) as shall be mutually agreed upon by Parent, the Company and the escrow agent. The payment or deposit into escrow of the Termination Fee pursuant to this Section 8.03(b) shall be made at the time the Company is obligated to pay the Termination Fee pursuant to this Section 8.03(b) by wire transfer. The escrow agreement shall provide that the Termination Fee in escrow or any portion thereof shall not be released to Parent unless the escrow agent receives any one or combination of the following: (i) a letter from Parent’s independent accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing Parent to fail to meet the requirements of Section 7704(c)(2) of the Code determined as if the payment of such amount did not constitute PTP Qualifying Income and Parent has $1,000,000 of income from unknown sources during such year which is not PTP Qualifying Income (in addition to any known or anticipated income which is not PTP Qualifying Income), in which case the escrow agent shall release such amount, or (ii) a letter from Parent’s counsel indicating that (A) Parent received a ruling from the IRS holding that the Termination Fee would either constitute PTP Qualifying Income of Parent or would be excluded from gross income of Parent for purposes of Section 7704(c)(2) of the Code or (B) the Parent’s outside counsel has rendered a legal opinion to the effect that the receipt by Parent of the Termination Fee should either constitute PTP Qualifying Income or should be excluded from gross income of Parent for purposes of Section 7704(c)(2) of the Code, in which case the escrow agent shall release the remainder of the Termination Fee. The Company agrees to amend this Section 8.03(b) at the reasonable request of Parent in order to (i) maximize the portion of the Termination Fee that may be distributed hereunder without causing the Parent to fail to meet the requirements of Section 7704(c)(2) of the Code, or (ii) assist Parent in obtaining a favorable ruling or legal opinion from its outside counsel, in each case, as described in this Section 8.03(b). Any amount of the Termination Fee that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.03(b). Any amount of the Termination Fee that remains unpaid as of the end of the taxable year five (5) years after this Agreement is validly terminated shall be released to the Company. (3) The amount payable in any tax year of the Affiliate of the Parent treated as the owner of Acquisition Sub for U.S. federal income tax purposes (the “REIT Affiliate”) shall not exceed the lesser of (i) the Termination Fee payable to the REIT Affiliate, and (ii) the sum of (A) the maximum amount that can be paid to the REIT Affiliate without causing the REIT Affiliate to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and the REIT Affiliate has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in each case, as determined by the REIT Affiliate’s independent accountants, plus (B) in the event the REIT Affiliate receives either Parent (x) a letter from its counsel indicating that the REIT Affiliate has received a ruling from the IRS as described below in Section 8.03(b)(iv)(4), or (y) an opinion from its outside counsel as described below in Section 8.03(b)(iv)(4), an amount equal to the excess of the Termination Fee less the amount payable under clause (A) above. (4) To secure the Company’s obligation to pay these amounts, the Company shall deposit into escrow an amount in cash equal to the Termination Fee with an escrow agent selected by the Company on such terms (subject to this Section 8.03(b)) as shall be mutually agreed upon by Parent, the Company and the escrow agent. The payment or deposit into escrow of the Termination Fee pursuant to this Section 7.01(b)(i8.03(b) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and shall be made at the time the Company is obligated to pay the Termination Fee pursuant to this Section 8.03(b) by wire transfer. The escrow agreement shall provide that the Termination Fee in escrow or any portion thereof shall not be released to the REIT Affiliate unless the escrow agent receives any one or combination of the following: (i) a letter from the REIT Affiliate’s independent accountants indicating the maximum amount that can be paid by the escrow agent to the REIT Affiliate without causing the REIT Affiliate to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such termination, Parent had amount did not constitute Qualifying Income and the right REIT Affiliate has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendationany known or anticipated income which is not Qualifying Income), then in which case the Company escrow agent shall pay release such amount, or (ii) a letter from the Company REIT Affiliate’s counsel indicating that (A) the REIT Affiliate received a ruling from the IRS holding that the receipt of the Termination Fee to Parent would either constitute Qualifying Income of the REIT Affiliate or its designee prior to, concurrently with or within two would be excluded from gross income of the REIT Affiliate for purposes of Sections 856(c)(2) and (23) Business Days after of the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.Code or

Company Payments. (i) If (A) this Agreement is (x) validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i9.1(c) (Outside Termination Date), Section 9.1(d) (Requisite Stockholder Approvals) or Section 7.01(b)(ii) (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e9.1(e) (Company Breach) andor (y) validly terminated pursuant to Section 9.1(h) (Other Transactions) at a time when this Agreement may be terminated pursuant to Section 9.1(c) (Termination Date), in each case, Section 9.1(d) (ARequisite Stockholder Approvals) or Section 9.1(e) (Company Breach); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a Competing an Acquisition Proposal was has been publicly disclosed announced or otherwise made known to the Company Board; and not publicly withdrawn prior to (C) within 12 months following such termination and (B) at any time within twelve (12) months after such terminationof this Agreement, either an Acquisition Transaction is consummated or the Company (x) enters into a definitive agreement providing for an Alternative Acquisition Agreement with respect to Transaction and such Competing Proposal or (y) consummates such Competing ProposalAcquisition Transaction is subsequently consummated, then the Company shall will promptly (and in any event within two Business Days) after such consummation pay to the Purchaser the Company Termination Fee by wire transfer of immediately available funds to Parent or its designee prior to or concurrently with the occurrence of either of account designated in writing by the applicable events described in the foregoing clause (x) or clause (y)Purchaser. For purposes of this Section 7.02(b)(i9.3(b)(i), all references to “twenty percent (2010%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (5025%).” (ii) If this Agreement is (x) validly terminated by Parent pursuant to Section 7.01(c9.1(f) (Change of Company RecommendationBoard Recommendation Change) or (y) validly terminated pursuant to Section 9.1(d) (Requisite Stockholder Approvals), Section 9.1(c) (Termination Date) or Section 9.1(h) (Other Transactions) at a time when this Agreement may be terminated pursuant to Section 9.1(f) (Company Board Recommendation Change), then the Company shall pay must promptly (and in any event within two Business Days) following such termination pay, or cause to be paid, to the Purchaser the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to, concurrently with or within two (2) Business Days after accounts designated in writing by the termination of this AgreementPurchaser. (iii) If this Agreement is (x) validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i9.1(d) (Outside DateRequisite Stockholder Approvals) or Section 7.01(b)(ii(y) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement validly terminated pursuant to Section 7.01(c9.1(h) (Change of Company RecommendationOther Transactions) at a time when this Agreement may be terminated pursuant to Section 9.1(d) (Requisite Stockholder Approvals), then the Company shall pay the Company Termination Fee to Parent or its designee prior tomust, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with such termination, reimburse the termination of Purchaser for an amount not to exceed $500,000 for the Purchaser’s reasonable, documented out-of-pocket expenses incurred in connection with this AgreementAgreement and the transactions contemplated hereby (collectively, the “Expense Reimbursement”).

Company Payments. (i) If (A) (1) prior to receipt of the Requisite Stockholder Approval, this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c) or Section 7.01(b)(ii(2) (Company Stockholder Approval), or by Parent this Agreement is validly terminated pursuant to Section 7.01(e) 8.1(d); (Company Breach) and, in each case, (AB) following the execution and delivery of this Agreement, a Competing Proposal was publicly disclosed or otherwise made known to the Company Agreement and not publicly withdrawn prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or publicly made known and shall not have been publicly withdrawn at least three (3) Business Days in advance of such Company Stockholder Meeting; and (BC) at any time within twelve (12) 12 months after following such terminationtermination of this Agreement, either an Acquisition Proposal is consummated or the Company (x) enters into a definitive agreement providing for an Alternative Acquisition Agreement with respect to Proposal and such Competing Acquisition Proposal or (y) consummates such Competing Proposalis subsequently consummated, then the Company shall promptly (and in any event within three Business Days) after such consummation pay to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to or concurrently with the occurrence of either of the applicable events described accounts designated in the foregoing clause (x) or clause (y)writing by Parent. For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Proposal” will be deemed to be references to “fifty percent (50%).”” 92 (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c8.1(f) or Section 8.1(g) (Change of or terminated by the Company Recommendationwhen this Agreement is terminable pursuant to Section 8.1 (f) or Section 8.1(g), ) then the Company shall must promptly (and in any event within three Business Days) following such termination pay to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreementaccounts designated in writing by Parent. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(i), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee must prior to or concurrently with and as a condition to such termination pay to Parent the termination Company Termination Fee by wire transfer of this Agreementimmediately available funds to an account or accounts designated in writing by Parent.

Company Payments. (i) If (A) (1) prior to receipt of the Requisite Stockholder Approval, this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c) or Section 7.01(b)(ii(2) (Company Stockholder Approval), or by Parent this Agreement is validly terminated pursuant to Section 7.01(e) 8.1(d); (Company Breach) and, in each case, (AB) following the execution and delivery of this Agreement, a Competing Proposal was publicly disclosed or otherwise made known to the Company Agreement and not publicly withdrawn prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced or publicly made known and shall not have been publicly withdrawn at least three (3) Business Days in advance of such Company Stockholder Meeting; and (BC) at any time within twelve (12) 12 months after following such terminationtermination of this Agreement, either an Acquisition Proposal is consummated or the Company (x) enters into a definitive agreement providing for an Alternative Acquisition Agreement with respect to Proposal and such Competing Acquisition Proposal or (y) consummates such Competing Proposalis subsequently consummated, then the Company shall promptly (and in any event within three Business Days) after such consummation pay to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to or concurrently with the occurrence of either of the applicable events described accounts designated in the foregoing clause (x) or clause (y)writing by Parent. For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Proposal” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c8.1(f) or Section 8.1(g) (Change of or terminated by the Company Recommendationwhen this Agreement is terminable pursuant to Section 8.1(f) or Section 8.1(g), ) then the Company shall must promptly (and in any event within three Business Days) following such termination pay to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreementaccounts designated in writing by Parent. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(i), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee must prior to or concurrently with and as a condition to such termination pay to Parent the termination Company Termination Fee by wire transfer of this Agreementimmediately available funds to an account or accounts designated in writing by Parent.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to (I) Section 7.01(b)(i8.1(c) (Outside Dateat a time when the Requisite Stockholder Approval has not been obtained and the conditions set forth in Section 7.1(b) or Section 7.01(b)(ii7.1(c) have not been satisfied (Company Stockholder Approvalbut in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement on the basis of Section 8.1(c)(i), Section 8.1(c)(ii) or the limitations set forth in the proviso of Section 8.1(d)), or by Parent pursuant to (II) Section 7.01(e) 8.1(e); (Company Breach) and, in each case, (AB) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to the immediately preceding clause (A), a Competing an Acquisition Proposal was for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise made known to the Company and not publicly withdrawn prior to such termination abandoned; and (BC) at any time within twelve (12) months after such terminationfollowing the termination of this Agreement pursuant to the preceding clause (A), either an Acquisition Transaction is consummated or the Company (x) enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction, as applicable, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or will concurrently with the occurrence consummation of either such Acquisition Transaction pay to Parent an amount equal to $199,000,000 (the “Company Termination Fee”) in accordance with the payment instructions which have been provided to the Company by Parent as of the applicable events described in the foregoing clause (x) Agreement Date, or clause (y)as further updated by written notice by Parent from time to time. For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or must promptly (and in any event within two (2) Business Days after Days) following such termination pay to Parent the termination Company Termination Fee, in accordance with the payment instructions which have been provided to the Company by Parent as of this Agreementthe Agreement Date, or as further updated by written notice by Parent from time to time. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval8.1(h), and at then the Company must prior to or concurrently with such termination pay to Parent the Company Termination Fee in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time of such terminationto time; provided, Parent had that if the right to terminate Company terminates this Agreement pursuant to Section 7.01(c8.1(h) (Change of Company Recommendation)and enters into an Alternative Acquisition Agreement with an Excluded Party prior to the No-Shop Period Start Date, then the Company shall pay the “Company Termination Fee Fee” shall mean an amount equal to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement$99,500,000. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If The Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent, an amount equal to $3,000,000 (the “Termination Fee”) if this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e7.1(i). (ii) The Company shall pay to Parent in immediately available funds, concurrent with a termination by Company of this Agreement pursuant to Section 7.1(e), an amount equal to the Termination Fee. (iii) The Company Breachshall pay Parent in immediately available funds, within one (1) andbusiness day after demand by Parent, in each casean amount equal to the Termination Fee, if (A) (x) this Agreement is terminated by Company pursuant to Section 7.1(b), unless a breach of this Agreement by Parent or Merger Sub has been a principal cause of or resulted in the failure of the Effective Time to occur on or before the End Date, or (y) this Agreement is terminated by Parent or Company pursuant to Section 7.1(d); (B) following the execution date hereof and delivery of this Agreementprior to such termination, a Competing Proposal was third party has publicly disclosed or otherwise made known to the Company proposed and not publicly definitively withdrawn at least five (5) business days prior to such termination termination, an Acquisition Proposal; and (BC) at any time within twelve (12) months after such termination, following the termination of this Agreement any Company Acquisition (as defined below) is consummated or the Company (x) enters into an Alternative Acquisition Agreement with respect to such Competing Proposal or a definitive agreement providing for any Company Acquisition. (yiv) consummates such Competing Proposal, then the The Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause immediately available funds, within one (x1) or clause (y). For purposes of this Section 7.02(b)(i)business day after demand by Parent, all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal will be deemed to be references to “fifty percent (50%).” (ii) If if this Agreement is validly terminated by Parent pursuant to Section 7.01(c7.1(g) based on a failure to satisfy the condition set forth in Section 6.3(b) and, (Change x) following the date hereof and prior to such termination, the Company has received, or a third party has publicly disclosed or proposed, an Acquisition Proposal and (y) such breach is intended to, or would reasonably be expected to, facilitate such Acquisition Proposal, an amount equal to the documented out-of-pocket fees and expenses actually incurred by Parent and Merger Sub in connection with the negotiation, execution and delivery of Company Recommendationthis Agreement and the transactions contemplated hereby (including, without limitation, reasonable attorney fees and expenses, reasonable advisor fees and expenses, travel costs, filing fees, printing, mailing and solicitation costs and expenses), then not to exceed $500,000. Notwithstanding the foregoing, payment of such fees and expenses shall not constitute liquidated damages with respect to any claim which Parent or Merger Sub would be entitled to assert with respect to any such breach, and shall not constitute the sole and exclusive remedy with respect to any such breach. (v) The Company hereby acknowledges and agrees that the agreements set forth in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of fraud or any willful breach of this Agreement. For the avoidance of doubt, in no event shall the aggregate amount of the payments by the Company under clauses (i) through (iv) of this Section 7.3(b) exceed the Termination Fee. (vi) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties hereto hereby expressly acknowledges and hereby agrees that, with respect to any termination of this Agreement pursuant to Section 7.1 (other than a termination based upon fraud or any willful breach of this Agreement) under circumstances in which the Termination Fee is payable pursuant to Section 7.3(b), payment of the Termination Fee shall constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would otherwise be entitled to assert against the Company or its designee prior toassets, concurrently or against any of the Company’s directors, officers, employees or stockholders, with or within two (2) Business Days after the respect to any such termination of this Agreement, and shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement pursuant to Section 7.1 (other than a termination based upon fraud or any willful breach of this Agreement) under circumstances in which the Termination Fee is payable pursuant to Section 7.3(b), the right to such payment: (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination this Agreement and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. Except for nonpayment of the Termination Fee pursuant to Section 7.3(b) the parties hereto hereby agree that, upon any termination of this Agreement pursuant to Section 7.1 (other than a termination based upon fraud or any willful breach of this Agreement) under circumstances in which the Termination Fee is payable pursuant to Section 7.3(b), in no event shall Parent or Merger Sub be entitled to seek or to obtain any recovery or judgment against the Company or any subsidiaries of the Company or any of their respective assets, or against any of their respective directors, officers, employees or stockholders for any such termination of this Agreement, and in no event shall Parent or Merger Sub be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, special, indirect or punitive damages, for any such termination of this Agreement. Notwithstanding the foregoing, payment of the Termination Fee pursuant to Section 7.3(b) shall not constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would be entitled to assert with respect to any such termination of this Agreement based upon fraud or the willful or intentional breach or misrepresentation of any representations, warranties or covenants of the Company in this Agreement, and shall not constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon fraud or the willful or intentional breach or misrepresentation of any of the representations, warranties or covenants of the Company in this Agreement. (iiivii) If For the purposes of this Agreement is validly terminated Agreement, “Company Acquisition” shall mean any transaction or series of related transactions (other than the transactions contemplated by either Parent this Agreement) involving (A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to Section 7.01(b)(iwhich the stockholders of the Company immediately preceding such transaction hold less than a fifty percent (50%) (Outside Date) interest in the total outstanding voting securities in the surviving or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time resulting entity of such terminationtransaction, Parent had the right to terminate this Agreement pursuant to Section 7.01(c(B) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent a sale or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated other disposition by the Company pursuant of assets representing in excess of a majority of the aggregate fair market value of the Company’s business immediately prior to Section 7.01(dsuch sale or (C) the acquisition by any person or group (Superior Proposalincluding by way of a tender offer or an exchange offer or issuance by the Company), then directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of a fifty percent (50%) interest in the Company shall pay total outstanding voting securities of the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this AgreementCompany.

Company Payments. (i) If (i) this Agreement is validly terminated (A) by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c) or Section 7.01(b)(ii8.1(d) or (Company Stockholder Approval), or B) by Parent pursuant to Section 7.01(e8.1(e) as a result of a material breach of Section 5.3, Section 6.2, Section 6.3 or Section 6.4, (ii) following the date hereof and prior to any such termination referred to in clause (i) of this sentence a bona fide Acquisition Proposal shall have been publicly made or publicly disclosed or (in the case of termination pursuant to Section 8.1(c) or Section 8.1(e)) made known to the Company Breach) or the Company Board (or the Special Committee), and, in each case, not withdrawn (Apublicly, in the case of termination pursuant to Section 8.1(d)) following at least four (4) Business Days prior to (x) in the execution case of termination pursuant to Section 8.1(c), the Termination Date, (y), in the case of termination pursuant to Section 8.1(d), the date of the Company Stockholder Meeting, or (z) in the case of termination pursuant to Section 8.1(e), the date of the applicable breach and delivery (iii) in either of the cases referred to in clauses (i)(A) and (i)(B) of this AgreementSection 8.3(b)(i), a Competing Proposal was publicly disclosed or otherwise made known to the Company and not publicly withdrawn prior to such termination and (B) at any time within twelve (12) months after such the date of a termination, the Company (x) or any of its Subsidiaries consummates a transaction the proposal of which would have constituted an Acquisition Proposal if made prior to the termination of this Agreement or enters into a definitive agreement for any transaction the proposal of which would have constituted an Alternative Acquisition Agreement with respect Proposal if made prior to such Competing Proposal or (y) consummates such Competing Proposalthe termination of this Agreement, then the Company shall pay pay, or cause to be paid, to Parent (or its designee), by wire transfer of immediately available funds, an amount equal to the Company Termination Fee to Parent concurrently upon the entry into definitive agreements for, or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause (x) or clause (y)consummation of, thereof, whichever is earlier. For purposes of clause (iii) of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Proposal” will be deemed to be references to “fifty percent (50%)”.” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or promptly (and in any event within two (2) Business Days after Days) following such termination pay or cause to be paid to Parent (or its designee) the termination of this AgreementCompany Termination Fee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(h), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with such termination pay or cause to be paid to Parent (as directed by Parent) the termination of this AgreementCompany Termination Fee.

Company Payments. (i) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval9.1(e)(i), prior to, or by Parent pursuant to Section 7.01(e) (Company Breach) andsimultaneously with, in each case, (A) following the execution and delivery of this Agreement, as a Competing Proposal was publicly disclosed or otherwise made known condition to the Company and not publicly withdrawn prior to such termination and (B) at any time within twelve (12) months after effectiveness of such termination, the Company (x) enters into an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing Proposal, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described a fee in immediately available funds in the foregoing clause amount of $1,000,000 (x) or clause (y). For purposes of this Section 7.02(b)(i), all references to the “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal will be deemed to be references to “fifty percent (50%Termination Fee”).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c9.1(d)(i), (ii) or (Change of Company Recommendationiii), then the Company shall pay the Company Termination Fee to Parent or its designee prior topromptly, concurrently with or within but in no event later than two (2) Business Days after the termination of this Agreement, pay Parent the Termination Fee. (iii) If this Agreement is validly terminated by either Parent pursuant to Section 9.1(d)(iv) or by Parent or the Company pursuant to Section 7.01(b)(i9.1(b) and (Outside DateA) at any time on or Section 7.01(b)(ii) after the date hereof and prior to such termination a Competing Acquisition Transaction shall have been publicly announced by a third party (Company Stockholder Approvala “Competing Party”), and at (1) the time Company shall have failed to send to its stockholders, pursuant to Rule 14d-9 under the Exchange Act, within ten (10) Business Days after such Competing Acquisition Transaction was first publicly announced, a statement that the Company Board recommends rejection thereof and (2) such Competing Acquisition Transaction shall not have been withdrawn or otherwise abandoned before such termination of this Agreement; and (B) within twelve (12) months after the date of such terminationtermination of this Agreement, Parent had the right to terminate this Agreement pursuant to Section 7.01(cCompany consummates any Competing Acquisition Transaction (in each case whether or not such Competing Acquisition Transaction is the same as the original Competing Acquisition Transaction announced) (Change of Company Recommendation)with the Competing Party or any Affiliate thereof, then the Company shall pay Parent the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after demand by Parent. For purposes of the termination of this Agreement. (iv) If this Agreement is validly terminated by foregoing, a “Competing Acquisition Transaction” shall have the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.same meaning as an

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(d) or Section 7.01(b)(ii) (Company Stockholder Approval8.1(e), or by Parent pursuant to Section 7.01(e) (Company Breach) and, in each case, (AB) following the execution and delivery of this Agreement, with respect to a Competing termination pursuant to Section 8.1(d), prior to the taking of a vote to approve this Agreement at the Company Stockholder Meeting, or prior to the breach giving rise to Parent’s right to terminate under Section 8.1(e), as applicable, any Person shall have publicly made, proposed or communicated an Acquisition Proposal was publicly disclosed or otherwise made known to the Company and not publicly withdrawn prior to such termination the Company Stockholder Meeting or at the time of the breach giving rise to Parent’s right to terminate under Section 8.1(e), as applicable, and (BC) at any time within twelve (12) months after following such terminationtermination of this Agreement, either an Acquisition Transaction is consummated or the Company (x) enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to Transaction and such Competing Proposal Acquisition Transaction is subsequently consummated whether during or following such twelve (y12) consummates such Competing Proposalmonth period, then the Company shall pay promptly (and in any event within two (2) Business Days) after such consummation pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to or concurrently with the occurrence of either of the applicable events described accounts designated in the foregoing clause (x) or clause (y)writing by Parent. For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal will “Acquisition Transaction” shall be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or must promptly (and in any event within two (2) Business Days after Days) following such termination pay, or cause to be paid, to Parent the termination Company Termination Fee by wire transfer of this Agreementimmediately available funds to an account or accounts designated in writing by Parent. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(h), then the Company shall pay must prior to or substantially concurrently with such termination pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreementaccounts designated in writing by Parent. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c), Section 8.1(d) or Section 7.01(b)(ii8.1(e); (B)(1) (Company Stockholder Approval), or by Parent in the case of a termination pursuant to Section 7.01(e8.1(c), at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or (2) in the case of a termination pursuant to Section 8.1(d) or Section 8.1(e), at the time of such termination, the Company Breach) andis not then able to terminate this Agreement pursuant to Section 8.1(b), and in each case, case of clause (AB)(1) and (B)(2) the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section 8.1(c), a Competing Section 8.1(d) or Section 8.1(e), as applicable, an Acquisition Proposal was for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise made known abandoned; and (D) within one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company and not publicly withdrawn prior to such termination and (B) at any time within twelve (12) months after such termination, the Company (x) enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or will concurrently with the occurrence consummation of either of such Acquisition Transaction pay or cause to be paid to Parent (as directed by Parent) an amount equal to $78,337,343 (the applicable events described in the foregoing clause (x) or clause (y“Company Termination Fee”). For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (2015%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%)”.” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall must promptly (and in any event within two Business Days) following such termination pay or cause to be paid to Parent (as directed by Parent) the Company Termination Fee Fee; provided that if (A) such termination occurs prior to Parent the No-Shop Period Start Date, (B) the Company has entered into a definitive Alternative Acquisition Agreement with any Person other than an Excluded Party to consummate an Acquisition Transaction at the time of such termination and (C) no Excluded Party has provided equity financing for, or its designee prior toany other investment in, concurrently with or within two (2) Business Days after such Acquisition Transaction, then the termination of this Agreement“Company Termination Fee” shall mean an amount equal to $39,168,671. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval8.1(h), and then the Company must prior to or concurrently with such termination pay or cause to be paid to Parent (as directed by Parent) the Company Termination Fee; provided that if (A) such termination occurs prior to the No-Shop Period Start Date, (B) the Company has entered into a definitive Alternative Acquisition Agreement with any Person other than an Excluded Party to consummate an Acquisition Transaction at the time of such terminationtermination and (C) no Excluded Party has provided equity financing for, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation)or any other investment in, such Acquisition Transaction, then the Company shall pay the “Company Termination Fee Fee” shall mean an amount equal to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement$39,168,671. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If this Agreement is validly terminated by either Parent or In the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e) (Company Breach) and, in each case, event that (A) following the execution and delivery of this Agreement, a Competing Proposal was publicly disclosed or otherwise made known to the Company and not publicly withdrawn prior to such termination and (B) at any time within twelve (12) months after such termination, the Company (x) enters into an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing Proposal, then the Company Parent shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause (x) or clause (y). For purposes of this Section 7.02(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c7.1(e), or (B) this Agreement shall be terminated (x) pursuant to Section 7.1(b) (Change except in circumstances under which Parent was prohibited by the proviso to Section 7.1(b) from terminating this Agreement thereunder) or (y) pursuant to Section 7.1(d)(i) and (1) in the case of clauses (x) or (y), at or prior to such termination, there shall exist or have been proposed an Acquisition Proposal that in either case shall not have been unconditionally and irrevocably withdrawn and (2) in the case of clause (x), within 12 months after such termination, Company Recommendationshall enter into a definitive agreement with respect to any Company Acquisition or any Company Acquisition shall be consummated, then, in the case of (A) and (B)(y), promptly after such termination, or in the case of (B)(x), immediately prior to the execution of a definitive agreement with respect to, or the consummation of, as applicable, such Company Acquisition, Company shall pay to Parent an amount in cash equal to $39.2 million (the "Termination Fee"). (ii) In the event that Parent shall terminate this Agreement pursuant to Section 7.1(g), then Company shall promptly reimburse Parent for Parent's reasonable costs and expenses in connection with this Agreement and the transactions contemplated hereby ("Parent's Expenses"), and if within twelve months of such termination of this Agreement Company shall enter into a definitive agreement with respect to any Company Acquisition or any Company Acquisition involving Company shall be consummated, then immediately prior to the execution of a definitive agreement with respect to, or the consummation of, as applicable, such Company Acquisition, Company shall pay to Parent an amount in cash equal to the Company amount by which the Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after exceeds the termination amount of this Agreement. (iv) If this Agreement is validly terminated Parent's Expenses previously reimbursed by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreementhereto.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(d) or Section 7.01(b)(ii8.1(e); (B) at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e) (Company Breach) and, in each case, (AC) following the execution and delivery of this Agreement, a Competing Proposal was publicly disclosed or otherwise made known to the Company Agreement and not publicly withdrawn prior to such termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise abandoned; and (BD) at any time within twelve (12one year following such termination of this Agreement pursuant to Section 8.1(d) months after such terminationor Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company (x) enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to Transaction and such Competing Proposal or (y) consummates such Competing ProposalAcquisition Transaction is subsequently consummated, then the Company shall will concurrently with the consummation of such Acquisition Transaction pay to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to or concurrently with the occurrence of either of the applicable events described accounts designated in the foregoing clause (x) or clause (y)writing by Parent. For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (2015%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%)”.” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall must promptly (and in any event within three Business Days) following such termination pay to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreementaccounts designated in writing by Parent. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(h), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee must prior to or concurrently with such termination pay to Parent the termination Company Termination Fee by wire transfer of this Agreementimmediately available funds to an account or accounts designated in writing by Parent.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(d) or Section 7.01(b)(ii) (Company Stockholder Approval8.1(e), or by Parent (B) at the time of such termination, the Company is not then able to terminate this Agreement pursuant to Section 7.01(e8.1(b), and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (Company Breach) and, in each case, (AC) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(e), a Competing as applicable, an Acquisition Proposal was for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise made known to the Company and not publicly withdrawn prior to such termination abandoned; and (BD) at any time within twelve (12) months after following the termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(e), as applicable, either such termination, Acquisition Transaction is consummated or the Company (x) enters into an Alternative a definitive agreement providing for the consummation of such Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction which is ultimately consummated, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or will concurrently with the occurrence consummation of either of such Acquisition Transaction pay or cause to be paid to Parent (or as directed by Parent) an amount equal to $19,000,000 (the applicable events described in the foregoing clause (x) or clause (y“Company Termination Fee”). For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (2015%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%)”.” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall must promptly (and in any event within two Business Days) following such termination pay or cause to be paid to Parent (or as directed by Parent) the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(h), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee must prior to or concurrently with such termination pay or cause to be paid to Parent (or as directed by Parent) the Company Termination Fee; provided, that if (A) such termination of this Agreementoccurs prior to the No-Shop Period Start Date and (B) the Company has entered into a definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction in connection with such termination, then the “Company Termination Fee” shall mean an amount equal to $9,500,000.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c), Section 8.1(d) or Section 7.01(b)(ii8.1(e); (B) at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e) (Company Breach) and, in each case, (AC) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section 8.1(c), a Competing Section 8.1(d) or Section 8.1(e), an Acquisition Proposal was for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise made known abandoned; and (D) within one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company and not publicly withdrawn prior to such termination and (B) at any time within twelve (12) months after such termination, the Company (x) enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or will concurrently with the occurrence consummation of either of such Acquisition Transaction pay to Parent an amount equal to $110,000,000.00 (the applicable events described in the foregoing clause (x) or clause (y“Company Termination Fee”). For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall must promptly (and in any event within five Business Days) following such termination pay to Parent the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval8.1(h), then the Company must prior to or concurrently with such termination pay to Parent the Company Termination Fee; provided, that if (A) such termination occurs prior to the No-Shop Period Start Date and (B) the Company has entered into a definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction with any Person who is not a Restricted Party at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the “Company Termination Fee Fee” shall mean an amount equal to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement$55,000,000.00. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c), Section 8.1(d) or Section 7.01(b)(ii8.1(e); (B)(1) (Company Stockholder Approval), or by Parent in the case of a termination pursuant to Section 7.01(e8.1(c), at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or (2) in the case of a termination pursuant to Section 8.1(d) or Section 8.1(e), at the time of such termination, the Company Breach(on behalf of the Company Parties) andis not then able to terminate this Agreement pursuant to 8.1(b), and (3) the conditions set forth in each case, Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (AC) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section 8.1(c), a Competing Section 8.1(d) or Section 8.1(e), as applicable, an Acquisition Proposal was for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise made known to the Company and not publicly withdrawn prior to such termination abandoned; and (BD) at any time within twelve (12one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) months after such terminationor Section 8.1(e), the as applicable, either an Acquisition Transaction is consummated or a Company (x) Party enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or Parties will concurrently with the occurrence consummation of either of such Acquisition Transaction pay or cause to be paid to the applicable events described in Parent Entities (as directed by Parent I) an amount equal to $104,600,000 (the foregoing clause (x) or clause (y“Company Termination Fee”). For purposes of this Section 7.02(b)(i8.3(b)(i), all references to (i) “twenty percent (2015%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%” and (ii) “the Company or Holdings (by vote or economic interest)” will be deemed to be references to “the aggregate voting power of the Company or the economic ownership of the Company and Holdings taken as a whole”.” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall Parties must promptly (and in any event within two Business Days) following such termination pay or cause to be paid to the Parent Entities (as directed by Parent I) the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(h), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee Parties must prior to or concurrently with such termination pay or cause to be paid to the termination of this AgreementParent Entities (as directed by Parent I) the Company Termination Fee.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c), Section 8.1(d) or Section 7.01(b)(ii) 8.1(e); (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e) (Company Breach) and, in each case, (AB) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a Competing Proposal was any Person shall have publicly disclosed announced or otherwise made known to the Company Board an Acquisition Proposal and not publicly withdrawn or otherwise publicly abandoned such Acquisition Proposal prior to such termination termination; and (BC) at any time within twelve (12) months after following such terminationtermination of this Agreement, either an Acquisition Transaction is consummated or the Company (x) enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction, then the Company shall promptly (and in any event within three Business Days) after such consummation or entry into such definitive agreement pay to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to or concurrently with the occurrence of either of the applicable events described accounts designated in the foregoing clause (x) or clause (y)writing by Parent. For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (2015%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (5060%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall must promptly (and in any event within three Business Days) following such termination pay to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreementaccounts designated in writing by Parent. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(h), then the Company shall must prior to or substantially concurrently with (and as a condition to) such termination pay to Parent the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreementaccounts designated in writing by Parent. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c), Section 8.1(d) or Section 7.01(b)(ii8.1(e); (B)(1) (Company Stockholder Approval), or by Parent in the case of a termination pursuant to Section 7.01(e8.1(c), at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) (Company Breach) and, in each case, to the extent relating to any Antitrust Law) have been satisfied or are capable of being satisfied if the date of such termination was the Closing Date or (A2) in the case of a termination pursuant to Section 8.1(d) or Section 8.1(e), at the time of such termination, the Company is not then able to terminate this Agreement pursuant to Section 8.1(b), and in each case of clause (B)(1) and (B)(2) the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section 8.1(c), a Competing Section 8.1(d) or Section 8.1(e), as applicable, an Acquisition Proposal was publicly disclosed or otherwise for an Acquisition Transaction has been made known to the Company or the Company Board (or committee thereof, including the Special Committee) or publicly announced or publicly disclosed and not publicly irrevocably withdrawn at least 5 Business Days prior to such termination and (B) at any time within twelve (12) months after such termination, the Company (x) the Company Stockholder Meeting (in case of any such termination pursuant to Section 8.1(d)) or the date of termination (in the case of any such termination pursuant to Section 8.1(c) or Section 8.1(e)); and (D) within one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement Transaction, then the Company will, concurrently with the earlier of the consummation of such Acquisition Transaction and the entry into a definitive agreement with respect to such Competing Proposal Acquisition Transaction, pay or cause to be paid to Parent (yas directed by Xxxxxx) consummates such Competing Proposal, then an amount equal to $144,370,000 (the Company shall pay the “Company Termination Fee to Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause (x) or clause (yFee”). For purposes of this Section 7.02(b)(i8.3(b)(i)(D), all references to “twenty percent (2015%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%)” and all references to “85%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%”.” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall must promptly (and in any event within two Business Days) following such termination pay or cause to be paid to Parent (as directed by Parent) the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval8.1(h), then the Company must prior to or concurrently with such termination pay or cause to be paid to Parent (as directed by Parent) the Company Termination Fee; provided, that if (A) such termination occurs prior to the No-Shop Period Start Date and (B) the Company has entered into a definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the “Company Termination Fee Fee” shall mean an amount equal to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement$72,185,000. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date‎8.1(c), Section ‎8.1(d) or Section 7.01(b)(ii‎8.1(e); (B)(1) (Company Stockholder Approval), or by Parent in the case of a termination pursuant to Section 7.01(e‎8.1(c), at the time of such termination, the conditions set forth in Sections ‎7.1(b) and Section ‎7.1(c) (Company Breach) and, in each case, to the extent relating to any Antitrust Law) have been satisfied or are capable of being satisfied if the date of such termination was the Closing Date or (A2) in the case of a termination pursuant to Section ‎8.1(d) or Section ‎8.1(e), at the time of such termination, the Company is not then able to terminate this Agreement pursuant to Section ‎8.1(b), and in each case of clause (B)(1) and (B)(2) the conditions set forth in Section ‎7.3(a) and Section ‎7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section ‎8.1(c), a Competing Section ‎8.1(d) or Section ‎8.1(e), as applicable, an Acquisition Proposal was publicly disclosed or otherwise for an Acquisition Transaction has been made known to the Company or the Company Board (or committee thereof, including the Special Committee) or publicly announced or publicly disclosed and not publicly irrevocably withdrawn at least 5 Business Days prior to such termination and (B) at any time within twelve (12) months after such termination, the Company (x) the Company Stockholder Meeting (in case of any such termination pursuant to Section ‎8.1(d)) or the date of termination (in the case of any such termination pursuant to Section ‎8.1(c) or Section ‎8.1(e)); and (D) within one year following the termination of this Agreement pursuant to Section ‎8.1(c), Section ‎8.1(d) or Section ‎8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement Transaction, then the Company will, concurrently with the earlier of the consummation of such Acquisition Transaction and the entry into a definitive agreement with respect to such Competing Proposal Acquisition Transaction, pay or cause to be paid to Parent (yas directed by Parent) consummates such Competing Proposal, then an amount equal to $30,000,000 (the Company shall pay the “Company Termination Fee to Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause (x) or clause (yFee”). For purposes of this Section 7.02(b)(i‎8.3(b)(i)(D), all references to “twenty percent (2015%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%)” and all references to “85%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%”.” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation‎8.1(f), then the Company shall must promptly (and in any event within two Business Days) following such termination pay or cause to be paid to Parent (as directed by Pxxxxx) the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation‎8.1(h), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee must prior to or concurrently with such termination pay or cause to be paid to Parent (as directed by Pxxxxx) the termination of this AgreementCompany Termination Fee.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c), Section 8.1(d) or Section 7.01(b)(ii8.1(e); (B) at the time of such termination, the conditions set forth in Section 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e) (Company Breach) and, in each case, (AC) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section 8.1(c), a Competing Section 8.1(d) or Section 8.1(e), an Acquisition Proposal was for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise made known abandoned; and (D) within one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company and not publicly withdrawn prior to such termination and (B) at any time within twelve (12) months after such termination, the Company (x) enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or will concurrently with the occurrence consummation of either of such Acquisition Transaction pay to Parent an amount equal to $5,240,000 (the applicable events described in the foregoing clause (x) or clause (y“Company Termination Fee”). For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c8.1(f) (Change of Company Recommendationor Section 8.1(g), then the Company shall must promptly (and in any event within two Business Days) following such termination pay to Parent the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(i), then the Company shall must contemporaneously with such termination pay to Parent the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c), Section 8.1(d) or Section 7.01(b)(ii8.1(e); (B) at the time of such termination, the conditions set forth in Section 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e) (Company Breach) and, in each case, (AC) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section 8.1(c), a Competing Section 8.1(d) or Section 8.1(e), an Acquisition Proposal was for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise made known abandoned; and (D) within one (1) year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company and not publicly withdrawn prior to such termination and (B) at any time within twelve (12) months after such termination, the Company (x) enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to Transaction and such Competing Proposal or (y) consummates such Competing ProposalAcquisition Transaction is subsequently consummated, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or will concurrently with the occurrence consummation of either of such Acquisition Transaction pay (or cause to be paid) to Parent an amount equal to $12,000,000 (the applicable events described in the foregoing clause (x) or clause (y“Company Termination Fee”). For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or must promptly (and in any event within two (2) Business Days after Days) following such termination pay (or cause to be paid) to Parent the termination of this AgreementCompany Termination Fee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval8.1(h), then prior to or concurrently with such termination the Company must pay (or cause to be paid) to Parent the Company Termination Fee; provided, that if such termination occurs prior to the Cut-off Date and the Company has entered into a definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction with a Person or group of Persons that is an Exempted Party at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the “Company Termination Fee Fee” shall mean an amount equal to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement$5,300,000. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If (A) (1) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date7.1(c) or Section 7.01(b)(ii7.1(d) or (Company Stockholder Approval), or by 2) Parent validly terminates this Agreement pursuant to Section 7.01(e7.1(e), (B) after the date hereof and prior to the date of such termination (Company Breach) andexcept in the case of termination pursuant to Section 7.1(d), in each case, (Awhich case prior to the Company Stockholder Meeting) following the execution and delivery of this Agreement, a Competing an Acquisition Proposal was is publicly disclosed (whether by the Company or a third party), or otherwise made known to the Company Board, the Company’s management or the Company’s stockholders, and in each case, is not withdrawn (publicly, if publicly withdrawn disclosed) at least three (3) business days prior to the earlier of the date of the Company Stockholder Meeting and the date of such termination and (BC) at any time within twelve (12) months after of such termination, an Acquisition Proposal is consummated or a definitive agreement in respect of an Acquisition Proposal is entered into, then, on the earlier of the date of entry into such definitive agreement and the consummation of such Acquisition Proposal, the Company will pay to Parent an amount equal to $23,000,000 in cash (x) enters into an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing Proposal, then the Company shall pay the “Company Termination Fee to Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause (x) or clause (yFee”). For purposes of this Section 7.02(b)(i7.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Proposal” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated (A) by Parent the Company pursuant to Section 7.01(c7.1(c) or Section 7.1(d) at a time when Parent had the right to terminate pursuant to Section 7.1(f) or (Change of Company RecommendationB) pursuant to Section 7.1(f), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or must promptly (and in any event within two (2) Business Days after business days) following such termination pay to Parent the termination of this AgreementCompany Termination Fee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation7.1(h), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee must prior to or concurrently with such termination pay to Parent the termination of this AgreementCompany Termination Fee.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c) or Section 7.01(b)(ii8.1(d) (Company Stockholder Approvaleach, an “Applicable Termination”), or by Parent pursuant to Section 7.01(e) ; (Company Breach) and, in each case, (AB) following the execution and delivery of this AgreementAgreement and prior to an Applicable Termination, a Competing an Acquisition Proposal was has been publicly announced or disclosed and not irrevocably withdrawn or otherwise made known to the Company and not publicly withdrawn prior to such termination irrevocably abandoned; and (BC) at any time within twelve (12) months after following such terminationApplicable Termination, the Company (x) enters into an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction is consummated, then the Company will substantially concurrently with the consummation of such Acquisition Transaction, pay to Parent (or its designee) 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 Agreement Date, or as further updated by written notice by Parent from time to time. For the avoidance of doubt, if the event giving rise to payment of a Company Termination Fee pursuant to this Section 8.3(b)(i) is a termination pursuant to Section 8.1(d), then the amount payable by the Company pursuant to this Section 8.3(b)(i) shall pay be an amount equal to the Company Termination Fee to plus the Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause (x) or clause (y)Expense Reimbursement. For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (2025%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c8.1(e) (Change of Company Recommendationor Section 8.1(f), then the Company shall must prior to or substantially concurrently with such termination pay to Parent (or its designee) the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(h), then the Company shall must prior to or substantially concurrently with such termination pay to Parent (or its designee) the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iv) If Subject to this Section 8.3, in the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 7.01(d) (Superior Proposal8.1(d), then the Company shall reimburse Parent, Merger Sub and their respective Affiliates for all of their documented out-of-pocket third party expenses incurred in connection with the transactions contemplated by this Agreement (the “Parent Expense Reimbursement”); provided, that the aggregate amount of the Parent Expense Reimbursement to be reimbursed by the Company under this Section 8.3(b)(iv) will not exceed $500,000. Any Parent Expense Reimbursement payment shall be made by wire transfer of same day funds to an account designated by Parent within two (2) Business Days of such termination, following receipt by the Company of documentary evidence of such expenses, it being understood that in no event shall the Company be required to pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this AgreementExpense Reimbursement on more than one occasion.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c), Section 8.1(d) or Section 7.01(b)(ii8.1(e); (B) at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e) (Company Breach) and, in each case, (AC) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section 8.1(c), a Competing Section 8.1(d) or Section 8.1(e), an Acquisition Proposal was for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise made known abandoned; and (D) within one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company and not publicly withdrawn prior to such termination and (B) at any time within twelve (12) months after such termination, the Company (x) enters into a definitive agreement providing Table of Contents for the consummation of an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or will concurrently with the occurrence consummation of either of such Acquisition Transaction pay to Parent an amount equal to $57,168,000 (the applicable events described in the foregoing clause (x) or clause (y“Company Termination Fee”). For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (2015%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall must promptly (and in any event within two Business Days) following such termination pay to Parent the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval8.1(h), then the Company must prior to or concurrently with such termination pay to Parent the Company Termination Fee; provided, that if (A) such termination occurs prior to the No-Shop Period Start Date and (B) the Company has entered into a definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the “Company Termination Fee Fee” shall mean an amount equal to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement$28,584,000. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c), Section 8.1(d) or Section 7.01(b)(ii8.1(e); (B) at the time of such termination, the conditions set forth in Section 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e) (Company Breach) and, in each case, (AC) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section 8.1(c), a Competing Section 8.1(d) or Section 8.1(e), an Acquisition Proposal was for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise made known abandoned; and (D) within one (1) year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company and not publicly withdrawn prior to such termination and (B) at any time within twelve (12) months after such termination, the Company (x) enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to Transaction and such Competing Proposal or (y) consummates such Competing ProposalAcquisition Transaction is subsequently consummated, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or will concurrently with the occurrence consummation of either of such Acquisition Transaction pay (or cause to be paid) to Parent an amount equal to $24,750,000 (the applicable events described in the foregoing clause (x) or clause (y“Company Termination Fee”). For purposes of this Section 7.02(b)(i8.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or must promptly (and in any event within two (2) Business Days after Days) following such termination pay (or cause to be paid) to Parent the termination of this AgreementCompany Termination Fee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval8.1(h), then prior to or concurrently with such termination the Company must pay (or cause to be paid) to Parent the Company Termination Fee; provided, that if such termination occurs prior to the No-Shop Period Start Date and the Company has entered into a definitive Alternative Acquisition Agreement to consummate an Acquisition Transaction at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the “Company Termination Fee Fee” shall mean an amount equal to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement$12,375,000. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If (A) (1) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date7.1(c) or Section 7.01(b)(ii7.1(d) or (Company Stockholder Approval), or by 2) Parent validly terminates this Agreement pursuant to Section 7.01(e7.1(e), (B) after the date hereof and prior to the date of such termination (Company Breach) andexcept in the case of termination pursuant to Section 7.1(d), in each case, (Awhich case prior to the Company Stockholder Meeting) following the execution and delivery of this Agreement, a Competing an Acquisition Proposal was is publicly disclosed (whether by the Company or a third-party) or otherwise publicly made known to the Company Board or the Company Stockholders, and in each case, is not publicly withdrawn at least five (5) business days prior to (x) the date of the Company Stockholder Meeting (in the case of any such termination of this Agreement pursuant to Section 7.1(d)) or (y) the date of any such termination of this Agreement (in the case of any such termination of this Agreement pursuant to Section 7.1(c) or Section 7.1(e)), and (BC) at any time within twelve (12) months after of any such termination, the Company (x) enters into an Alternative Acquisition Agreement with Proposal is consummated or a definitive agreement in respect to such Competing of an Acquisition Proposal or (y) consummates such Competing Proposalis entered into, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or will, concurrently with the occurrence of either earlier of the applicable events described consummation of such an Acquisition Proposal and entry into a definitive agreement in respect of an Acquisition Proposal, pay to Parent (as directed by Xxxxxx) an amount equal to $19,300,000 in cash (the foregoing clause (x) or clause (y“Company Termination Fee”). For purposes of this Section 7.02(b)(i7.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Proposal” will each be deemed to be references to “fifty percent (50%)”.” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation7.1(f), then the Company shall must promptly (and in any event within three (3) business days) following such termination pay to Parent (as directed by Parent) the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation7.1(h), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee must prior to or concurrently with such termination pay to Parent (as directed by Parent) the termination of this AgreementCompany Termination Fee; provided, that, in the event that the Agreement is validly terminated pursuant to Section 7.1(h) on or prior to the date that is forty-five (45) days after the date hereof, then the “Company Termination Fee” shall be $9,700,000.

Company Payments. (i) If this Agreement is validly terminated (A) by either Parent or the Company pursuant to Section ‎Section 7.01(b)(ii) (Company Shareholder Approval), (B) by either Parent or the Company pursuant to ‎Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii(C) (Company Stockholder Approval), or by Parent pursuant to Section ‎Section 7.01(e) (Company Breach) and, in each case, (A1) following the execution and delivery of this Agreement, a Competing Proposal was publicly disclosed and not withdrawn, expired or rejected prior to the Company Shareholders Meeting and not withdrawn, expired or rejected prior to the valid termination of this Agreement (or, in connection with the foregoing clauses (B) or (C), otherwise made known to the Company and not publicly withdrawn prior to such termination Company), and (B2) at any time within twelve (12) months after such termination, the Company (x) enters into an a definitive Alternative Acquisition Agreement with respect to such effect any Competing Proposal or (y) consummates such a Competing Proposal, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the occurrence consummation of either of such Competing Proposal or the applicable events described in the foregoing clause (x) or clause (y)entry into such definitive Alternative Acquisition Agreement, if earlier. For purposes of this Section ‎Section 7.02(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section ‎Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within no later than two (2) Business Days after the termination date of this Agreementsuch termination. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section ‎Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement. (iv) If this Agreement is validly terminated by either Parent or the Company pursuant to ‎Section 7.01(b)(ii) (Company Shareholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to ‎Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee no later than two (2) Business Days after the date of such termination.

Company Payments. The Company shall pay (x) in the case of Section 10.3(b)(i), promptly, but in any event within one Business Day following the earlier of the entry into an Alternative Acquisition Agreement or the consummation of the Acquisition Transaction referred to therein; (y) in the case of Section 10.3(b)(ii), prior to or concurrently with, and as a condition to, such termination; and (z) in the case of Section 10.3(b)(iii), promptly, but in any event within five (5) Business Days following termination by Parent, to Parent the Company Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent: (i) If if (A) this Agreement is validly terminated (i) by either Parent pursuant to Section 10.1(e), (ii) by Parent or the Company pursuant to Section 7.01(b)(i10.1(c) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval)and at the time of such termination, or by Parent could have terminated this Agreement pursuant to Section 7.01(e10.1(e) or (iii) by Parent or the Company Breachpursuant to Section 10.1(c) andand at the time of such termination pursuant to Section 10.1(c), in each case, the Minimum Condition has not been satisfied; (AB) following the execution and delivery of this Agreement, a Competing Proposal was publicly disclosed or otherwise made known to the Company Agreement and not publicly withdrawn prior to such termination of this Agreement, an Acquisition Proposal shall have been made to the Company or the Company Board or publicly announced or publicly disclosed and not withdrawn or otherwise publicly abandoned, in each case, at least two (2) Business Days prior to such termination; and (BC) at any time within twelve (12) months after following such terminationtermination of this Agreement, either an Acquisition Transaction is consummated or the Company (x) enters into an Alternative Acquisition Agreement with respect to such Competing any Acquisition Proposal or (y) consummates such Competing Proposal, then the Company shall pay the Company Termination Fee to other than with Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause (x) or clause (yMerger Sub). For purposes of this Section 7.02(b)(i10.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%).”; (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If if this Agreement is validly terminated by the Company pursuant to Section 7.01(d10.1(h); or (iii) (Superior Proposalif this Agreement is validly terminated by Parent pursuant to Section 10.1(f), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If (I)(1)(A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i‎8.1(c) (Outside End Date), Section ‎8.1(d) (Shareholder No Vote) or Section 7.01(b)(ii) (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e‎8.1(e) (Company Breach) and, in each case, ); (AB) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section ‎8.1(c), Section ‎8.1(d) or Section ‎8.1(e), an Acquisition Proposal for an Acquisition Transaction has been publicly announced (or, in the case of termination of this Agreement pursuant to Section 8.1(c) only, a Competing bona fide written Acquisition Proposal was publicly disclosed or otherwise made known for an Acquisition Transaction is communicated to the Company Board) and not publicly withdrawn prior or otherwise abandoned; and (C) within one year following the termination of this Agreement pursuant to such termination Section ‎8.1(c), Section ‎8.1(d), or Section ‎8.1(e), as applicable; or (2) (A) this Agreement is validly terminated pursuant to Section ‎8.1(e) (Company Breach) due to a willful and material breach by the Company of Section ‎5.3(b); and (B) at any time within twelve one year following the termination of this Agreement described in immediately preceding clause (12I)(2)(A); and (II) months after such termination, either an Acquisition Transaction is consummated or the Company (x) enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction, then the Company shall pay will concurrently with or promptly (and in any event within two Business Days) after entry into such definitive agreement pay, or cause to be paid, to Parent an amount equal to the Company Termination Fee by wire transfer of immediately available funds to Parent an account or its designee prior to or concurrently with the occurrence of either of the applicable events described accounts designated in the foregoing clause (x) or clause (y)writing by Parent. For purposes of this Section 7.02(b)(i‎8.3(b)(i), all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c‎8.1(f) (Change of Company RecommendationBoard Recommendation Change), then the Company shall pay must promptly (and in any event within two Business Days) following such termination pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to the account designated in writing by Parent or its designee prior to, concurrently with or within two on Section ‎8.3(b) of the Parent Disclosure Letter (2which account information may be updated by Parent by written notice to the Company from time to time) Business Days after (the termination of this Agreement.“Parent Account”); (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d‎8.1(h) (Superior Proposal), then the Company shall pay must prior to or substantially concurrently with such termination pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to the Parent or its designee prior to or concurrently with the termination of this AgreementAccount.

Company Payments. (i) If (A) this Agreement is validly terminated (1) by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), (2) by either Parent or the Company pursuant to ‎Section 7.01(b)(i) (Outside Date) and the Company Stockholder Meeting has not been held as a result of a breach by the Company or (3) by Parent pursuant to Section ‎Section 7.01(e) (Company Material Breach) and, in each case), (AB) following the execution and delivery of this Agreement, a Competing Proposal was publicly disclosed or otherwise made known to the Company Company, and not publicly withdrawn or abandoned, prior to such termination and (BC) at any time concurrently with or within twelve (12) 12 months after the date of any such termination, (1) the Company (x) or any Company Subsidiary enters into an Alternative Acquisition Agreement with respect a definitive agreement to such effect any Competing Proposal or (y2) consummates such any Competing ProposalProposal is consummated, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or the Company Termination Fee concurrently with the occurrence consummation of either of the applicable events described in the foregoing clause (x) or clause (y)such Competing Proposal. For purposes of this Section 7.02(b)(i), all references to “twenty percent (2015%)” and “eighty percent (8085%)” in the definition of “Competing Proposal Proposal” will be deemed to be references to “fifty percent (50%).” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or the Company Termination Fee within two (2) Business Days after the termination date of this Agreementsuch termination. (iii) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay to Parent or its designee the Company Termination Fee prior to or concurrently with, and as a condition to, such termination. (iv) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c7.01(c)(i) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or the Company Termination Fee within two (2) Business Days after the termination date of this Agreementsuch termination. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this Agreement.

Company Payments. (i) If (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date8.1(c), Section 8.1(d) or Section 7.01(b)(ii8.1(e); (B)(1) (Company Stockholder Approval), or by Parent in the case of a termination pursuant to Section 7.01(e8.1(c), at the time of such termination, the conditions set forth in clause (g) of ANNEX I and clause (h) of ANNEX I have been satisfied or (2) in the case of a termination pursuant to Section 8.1(d) or Section 8.1(e), at the time of such termination, the Company Breach(on behalf of the Company Parties) andis not then able to terminate this Agreement pursuant to Section 8.1(b) and (3) in the case of any termination pursuant to Section 8.1(c), in each caseSection 8.1(d) or Section 8.1(e), the Company (Aon behalf of the Company Parties) is not then able to terminate this Agreement pursuant to Section 8.1(g); (C) following the execution and delivery of this AgreementAgreement and prior to the termination of this Agreement pursuant to Section 8.1(c), a Competing Section 8.1(d) or Section 8.1(e), as applicable, an Acquisition Proposal was for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise made known to the Company and not publicly withdrawn prior to such termination abandoned; and (BD) at any time within twelve (12one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) months after such terminationor Section 8.1(e), the as applicable, either an Acquisition Transaction is consummated or a Company (x) Party enters into a definitive agreement providing for the consummation of an Alternative Acquisition Agreement with respect to such Competing Proposal or (y) consummates such Competing ProposalTransaction, then the Company shall pay the Company Termination Fee to Parent or its designee prior to or Parties will concurrently with the occurrence consummation of either of such Acquisition Transaction pay or cause to be paid to the applicable events described in Parent Entities (as directed by Parent I) an amount equal to $104,600,000 (the foregoing clause (x) or clause (y“Company Termination Fee”). For purposes of this Section 7.02(b)(i8.3(b)(i), all references to (i) “twenty percent (2015%)” and “eighty percent (80%)” in the definition of Competing Proposal “Acquisition Transaction” will be deemed to be references to “fifty percent (50%” and (ii) “the Company or Holdings (by vote or economic interest)” will be deemed to be references to “the aggregate voting power of the Company or the economic ownership of the Company and Holdings taken as a whole”.” (ii) If this Agreement is validly terminated by Parent pursuant to Section 7.01(c) (Change of Company Recommendation8.1(f), then the Company shall Parties must promptly (and in any event within two Business Days) following such termination pay or cause to be paid to the Parent Entities (as directed by Parent I) the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this AgreementFee. (iii) If this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.01(c) (Change of Company Recommendation8.1(h), then the Company shall pay the Company Termination Fee to Parent or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated by the Company pursuant to Section 7.01(d) (Superior Proposal), then the Company shall pay the Company Termination Fee to Parent or its designee Parties must prior to or concurrently with such termination pay or cause to be paid to the termination of this AgreementParent Entities (as directed by Parent I) the Company Termination Fee.

Company Payments. (i) If The Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent, an amount equal to $3,000,000 (the "Termination Fee") if this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.01(b)(i) (Outside Date) or Section 7.01(b)(ii) (Company Stockholder Approval), or by Parent pursuant to Section 7.01(e7.1(i). (ii) The Company shall pay to Parent in immediately available funds, concurrent with a termination by Company of this Agreement pursuant to Section 7.1(e), an amount equal to the Termination Fee. (iii) The Company Breachshall pay Parent in immediately available funds, within one (1) andbusiness day after demand by Parent, in each casean amount equal to the Termination Fee, if (A) (x) this Agreement is terminated by Company pursuant to Section 7.1(b), unless a breach of this Agreement by Parent or Merger Sub has been a principal cause of or resulted in the failure of the Effective Time to occur on or before the End Date, or (y) this Agreement is terminated by Parent or Company pursuant to Section 7.1(d); (B) following the execution date hereof and delivery of this Agreementprior to such termination, a Competing Proposal was third party has publicly disclosed or otherwise made known to the Company proposed and not publicly definitively withdrawn at least five (5) business days prior to such termination termination, an Acquisition Proposal; and (BC) at any time within twelve (12) months after such termination, following the termination of this Agreement any Company Acquisition (as defined below) is consummated or the Company (x) enters into an Alternative Acquisition Agreement with respect to such Competing Proposal or a definitive agreement providing for any Company Acquisition. (yiv) consummates such Competing Proposal, then the The Company shall pay the Company Termination Fee to Parent or its designee prior to or concurrently with the occurrence of either of the applicable events described in the foregoing clause immediately available funds, within one (x1) or clause (y). For purposes of this Section 7.02(b)(i)business day after demand by Parent, all references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Competing Proposal will be deemed to be references to “fifty percent (50%).” (ii) If if this Agreement is validly terminated by Parent pursuant to Section 7.01(c7.1(g) based on a failure to satisfy the condition set forth in Section 6.3(b) and, (Change x) following the date hereof and prior to such termination, the Company has received, or a third party has publicly disclosed or proposed, an Acquisition Proposal and (y) such breach is intended to, or would reasonably be expected to, facilitate such Acquisition Proposal, an amount equal to the documented out-of-pocket fees and expenses actually incurred by Parent and Merger Sub in connection with the negotiation, execution and delivery of Company Recommendationthis Agreement and the transactions contemplated hereby (including, without limitation, reasonable attorney fees and expenses, reasonable advisor fees and expenses, travel costs, filing fees, printing, mailing and solicitation costs and expenses), then not to exceed $500,000. Notwithstanding the foregoing, payment of such fees and expenses shall not constitute liquidated damages with respect to any claim which Parent or Merger Sub would be entitled to assert with respect to any such breach, and shall not constitute the sole and exclusive remedy with respect to any such breach. (v) The Company hereby acknowledges and agrees that the agreements set forth in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of fraud or any willful breach of this Agreement. For the avoidance of doubt, in no event shall the aggregate amount of the payments by the Company under clauses (i) through (iv) of this Section 7.3(b) exceed the Termination Fee. (vi) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties hereto hereby expressly acknowledges and hereby agrees that, with respect to any termination of this Agreement pursuant to Section 7.1 (other than a termination based upon fraud or any willful breach of this Agreement) under circumstances in which the Termination Fee is payable pursuant to Section 7.3(b), payment of the Termination Fee shall constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would otherwise be entitled to assert against the Company or its designee prior toassets, concurrently or against any of the Company's directors, officers, employees or stockholders, with or within two (2) Business Days after the respect to any such termination of this Agreement, and shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any such termination of this Agreement pursuant to Section 7.1 (other than a termination based upon fraud or any willful breach of this Agreement) under circumstances in which the Termination Fee is payable pursuant to Section 7.3(b), the right to such payment: (A) constitutes a reasonable estimate of the damages that will be suffered by reason of any such termination this Agreement and (B) shall be in full and complete satisfaction of any and all damages arising as a result of any such termination of this Agreement. Except for nonpayment of the Termination Fee pursuant to Section 7.3(b) the parties hereto hereby agree that, upon any termination of this Agreement pursuant to Section 7.1 (other than a termination based upon fraud or any willful breach of this Agreement) under circumstances in which the Termination Fee is payable pursuant to Section 7.3(b), in no event shall Parent or Merger Sub be entitled to seek or to obtain any recovery or judgment against the Company or any subsidiaries of the Company or any of their respective assets, or against any of their respective directors, officers, employees or stockholders for any such termination of this Agreement, and in no event shall Parent or Merger Sub be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, special, indirect or punitive damages, for any such termination of this Agreement. Notwithstanding the foregoing, payment of the Termination Fee pursuant to Section 7.3(b) shall not constitute liquidated damages with respect to any claim for damages or any other claim which Parent or Merger Sub would be entitled to assert with respect to any such termination of this Agreement based upon fraud or the willful or intentional breach or misrepresentation of any representations, warranties or covenants of the Company in this Agreement, and shall not constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon fraud or the willful or intentional breach or misrepresentation of any of the representations, warranties or covenants of the Company in this Agreement. (iiivii) If For the purposes of this Agreement is validly terminated Agreement, "Company Acquisition" shall mean any transaction or series of related transactions (other than the transactions contemplated by either Parent this Agreement) involving (A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to Section 7.01(b)(iwhich the stockholders of the Company immediately preceding such transaction hold less than a fifty percent (50%) (Outside Date) interest in the total outstanding voting securities in the surviving or Section 7.01(b)(ii) (Company Stockholder Approval), and at the time resulting entity of such terminationtransaction, Parent had the right to terminate this Agreement pursuant to Section 7.01(c(B) (Change of Company Recommendation), then the Company shall pay the Company Termination Fee to Parent a sale or its designee prior to, concurrently with or within two (2) Business Days after the termination of this Agreement. (iv) If this Agreement is validly terminated other disposition by the Company pursuant of assets representing in excess of a majority of the aggregate fair market value of the Company's business immediately prior to Section 7.01(dsuch sale or (C) the acquisition by any person or group (Superior Proposalincluding by way of a tender offer or an exchange offer or issuance by the Company), then directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of a fifty percent (50%) interest in the Company shall pay total outstanding voting securities of the Company Termination Fee to Parent or its designee prior to or concurrently with the termination of this AgreementCompany.