Common use of Company Payments Clause in Contracts

Company Payments. (i) In the event that (A) this Agreement is terminated under Section 7.1(d) and (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, the Company shall pay to Parent, promptly (and in any event within two (2) Business Days) following receipt of an invoice therefor, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A)(1) this Agreement is terminated pursuant to Section 7.1(b) or Section 7.1(d) or (2) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 7.3(b)(ii), all references to “fifteen percent (15%)” and “eighty-five percent (85%)” in the definition of Acquisition Transaction shall be deemed references to “fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the Acquisition Transaction contemplated by the foregoing clause (C) or the execution and effectiveness of the letter of intent, memorandum of understanding or other Contract contemplated by the foregoing clause (C). (iii) In the event that this Agreement is terminated pursuant to Section 7.1(f)(iii), the Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent.

Company Payments. (i) In the event that (A) this Agreement is terminated under Section 7.1(d) and (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal Agreement pursuant to Section 7.1(d) or Section 7.1(e) (I) a Company Board Recommendation Change occurs or (II) a Competing Alternative Transaction shall have been publicly announced by any Person other than Parent or shall have become publicly known, or shall have been communicated Merger Sub and not withdrawn or otherwise made known abandoned, (B) this Agreement is validly terminated pursuant to Section 7.1(d) or Section 7.1(e), and (C) within twelve (12) months following the Companytermination of this Agreement pursuant to Section 7.1(d) or Section 7.1(e), either a Competing Alternative Transaction is consummated or the Company enters into a definitive agreement providing for a Competing Alternative Transaction and, whether or not during such twelve-month period, such Competing Alternative Transaction is subsequently consummated, then the Company shall pay to ParentParent the Company Termination Fee as reduced, promptly (and in any event within two (2) Business Days) following receipt of an invoice thereforif applicable, by an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses amount of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable Expenses previously paid by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in concurrently with the consummation of such Competing Alternative Transaction. (ii) In the event that (A)(1) this Agreement is validly terminated pursuant to Section 7.1(b) or Section 7.1(d) then, at the time of such termination, the Company shall pay to Parent an amount equal to the reasonable and documented out of pocket fees and expenses incurred by Parent or (2) Merger Sub in connection with this Agreement is terminated pursuant and the transactions contemplated hereby, including without limitation any commitment fees and the reasonable and documented out of pocket fees and expenses (including all reasonable and documented fees and expenses of outside counsel, accountants, investment bankers, experts and consultants to Section 7.1(f)(i)Parent or Merger Sub) incurred by or on behalf of Parent or Merger Sub in connection with the authorization, (B) following the preparation, negotiation, execution and delivery performance of this Agreement and prior the transactions contemplated hereby (the “Parent Expenses”); provided, however, that the amount of Parent Expenses required to be paid under this Section 7.3(b)(ii) shall not exceed $4,500,000 (four million five-hundred thousand dollars) in the aggregate. In the event that the Company Termination Fee later becomes payable by the Company pursuant to Section 7.3(b)(i) after the termination of this Agreement (in pursuant to Section 7.1(d), then the case of any termination referred to in subclause (A)(1) above) or prior Parent Expenses to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to extent previously paid by the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 7.3(b)(ii), all references to “fifteen percent (15%)” and “eighty-five percent (85%)” in the definition of Acquisition Transaction shall be deemed references to “fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on credited against the date of, and as a condition to, the consummation of the Acquisition Transaction contemplated by the foregoing clause (C) or the execution and effectiveness of the letter of intent, memorandum of understanding or other Contract contemplated by the foregoing clause (C)Company Termination Fee then payable. (iii) In the event that this Agreement is validly terminated pursuant to Section 7.1(f)(iii7.1(f), Section 7.1(h) or Section 7.1(j), the Company shall pay to Parent a fee equal to the Company Termination Fee AmountFee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parentsubstantially concurrently with the occurrence of such termination.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated under pursuant to (x) Section 7.1(d8.1(c) and (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the limitations set forth in Section 8.1(c)(i), Section 8.1(c)(ii) or Section 8.1(d)) or (y) by Parent pursuant to Section 8.1(e) (each, an “Applicable Termination”); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreementan Applicable Termination, an Acquisition Proposal shall have for an Acquisition Transaction has been publicly announced or shall disclosed and not withdrawn or otherwise abandoned; and (C) within nine (9) months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, which is thereafter consummated, then the Company will concurrently with the consummation of such Acquisition Transaction pay to Parent an amount equal to $288,000,000 (the “Company Termination Fee”), in accordance with the payment instructions which have become publicly knownbeen provided to the Company by Parent as of the Agreement Date, or shall have been communicated or otherwise made known as further updated by written notice by Parent from time to time. For purposes of this Section 8.3(b)(i), all references to “20%” in the Companydefinition of “Acquisition Transaction” will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 8.1(f), then the Company shall pay to Parent, must promptly (and in any event within two (2) Business Days) following receipt of an invoice therefor, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall such termination pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by ParentTermination Fee, in accordance with the event that (A)(1) this Agreement is terminated pursuant to Section 7.1(b) or Section 7.1(d) or (2) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above), an Acquisition Proposal shall payment instructions which have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known provided to the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 7.3(b)(ii), all references to “fifteen percent (15%)” and “eighty-five percent (85%)” in the definition of Acquisition Transaction shall be deemed references to “fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on the date of, and by Parent as a condition to, the consummation of the Acquisition Transaction contemplated Agreement Date, or as further updated by the foregoing clause (C) or the execution and effectiveness of the letter of intent, memorandum of understanding or other Contract contemplated written notice by the foregoing clause (C)Parent from time to time. (iii) In the event that If this Agreement is validly terminated pursuant to Section 7.1(f)(iii8.1(h), then the Company shall 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 to time; provided, that if the Company terminates this Agreement pursuant to Section 8.1(h) and enters into an Alternative Acquisition Agreement with an Excluded Party prior to the No-Shop Period Start Date with respect to a fee Superior Proposal, then the “Company Termination Fee” shall mean an amount equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent$91,000,000.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated under (x) pursuant to Section 7.1(c) at a time when the Requisite Stockholder Approval has not been obtained (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to Section 7.1(c)) or Section 7.1(d) and or (y) by Parent pursuant to Section 7.1(e) (each, an “Applicable Termination”); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreementan Applicable Termination, an Acquisition Proposal shall have has been communicated to the Company Board (and not subsequently withdrawn or abandoned prior to the applicable Termination Date) or publicly announced or shall disclosed (and not publicly withdrawn or otherwise publicly abandoned at least two (2) Business Days prior to the Company Stockholder Meeting (or an adjournment or postponement thereof) at which a vote is taken on the Merger); and (C) within twelve (12) months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will substantially concurrently with the earlier of the execution of such definitive agreement and the consummation of such Acquisition Transaction, pay to each of TPG IX Management, LLC and Francisco Partners Management L.P. (the “Parent Affiliated Management Companies”), an aggregate amount equal to $196,000,000 (the “Company Termination Fee”), in accordance with such Parent Affiliated Management Company’s Pro Rata Share, in each case pursuant to the payment instructions which have become publicly knownbeen provided to the Company by Parent as of the Agreement Date, or shall have been communicated or otherwise made known as further updated by written notice by Parent from time to time. For purposes of this Section 7.3(b)(i), all references to “20%” and “80%” in the Companydefinition of “Acquisition Transaction” will be deemed to be references to “50%.” (ii) If this Agreement is validly terminated pursuant to Section 7.1(f), then the Company shall pay to Parent, must promptly (and in any event within two (2) Business Days) following receipt of an invoice therefor, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall such termination pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by Affiliated Management Companies the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by ParentTermination Fee, in the event that (A)(1) this Agreement is terminated pursuant to Section 7.1(b) or Section 7.1(d) or (2) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 7.3(b)(ii), all references to “fifteen percent (15%)” and “eighty-five percent (85%)” in the definition of Acquisition Transaction shall be deemed references to “fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the Acquisition Transaction contemplated by the foregoing clause (C) or the execution and effectiveness of the letter of intent, memorandum of understanding or other Contract contemplated by the foregoing clause (C)accordance with their respective Pro Rata Share. (iii) In the event that If this Agreement is validly terminated pursuant to Section 7.1(f)(iii7.1(h), then the Company shall must prior to or substantially concurrently with (but no later than the date of) such termination pay to the Parent Affiliated Management Companies the Company Termination Fee, in accordance with such Parent Affiliated Management Company’s respective Pro Rata Share; provided, that if the Company terminates this Agreement pursuant to Section 7.1(h) and enters into an Alternative Acquisition Agreement prior to the No-Shop Period Start Date with respect to a fee Superior Proposal, then the “Company Termination Fee” shall mean an amount equal to $98,000,000. (iv) Each of the Termination Fee AmountParent Affiliated Management Companies shall be express third party beneficiaries of, by wire transfer of immediately available funds and shall have the right to an account or accounts designated in writing by Parentenforce, within one Business Day after demand by Parentthis Section 7.3(b).

Company Payments. (i) In Company shall pay to Parent in immediately available funds, within one (1) business day after notice of termination is delivered, an amount equal to $35 million (the event that (A"Company Termination Fee") if this Agreement is terminated under by Parent pursuant to Section 7.1(d8.1(g) and hereof. -------------- (Bii) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, the Company shall pay to ParentParent in immediately available funds, promptly (and in any event within two (2) Business Days) following receipt of an invoice thereforbusiness days after demand by Parent, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisorsCompany Termination Fee, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A)(1) if this Agreement is terminated by Parent or Company, as applicable, pursuant to Section 7.1(b8.1(b) or Section 7.1(d8.1(d) hereof as a result -------------- -------------- of the Company Stockholder Proposal not receiving the Company Requisite Vote upon the vote being taken thereon at the Company Stockholders' Meeting (or any adjournment or postponement thereof) and any of the following shall occur: (21) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) if following the execution and delivery of this Agreement date hereof and prior to the termination taking of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above)such vote, an a third party has publicly announced, and not publicly withdrawn, a Company Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Agreement a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated or consummated; or (2) if following the date hereof and prior to the taking of such vote, a third party has publicly announced, and not publicly withdrawn, a Company Acquisition Proposal and within twelve (12) months following the termination of this Agreement Company enters into a an agreement or letter of intent, memorandum of understanding or other Contract intent providing for a Company Acquisition. (iii) Company acknowledges that the agreements contained in this Section 8.3(b) are an Acquisition Transaction integral part of the transactions contemplated by this -------------- Agreement, and that, without these agreements, Parent would have not entered into this Agreement. Accordingly, if Company fails to pay in a timely manner the amounts due pursuant to this Section 8.3(b) and, in order to obtain such -------------- payment, Parent makes a claim that results in a judgment against Company for the amounts set forth in this Section 8.3(b), Company shall pay to Parent its -------------- reasonable costs and expenses (whether or including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 8.3(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 8.3(b) shall not the Acquisition Transaction referenced be in lieu of damages incurred in the preceding clause -------------- event of breach of this Agreement. (B)). iv) For the purposes of this Section 7.3(b)(ii)8.3, all references "Company Acquisition" ----------- means any of the following transactions (other than the transactions contemplated by this Agreement): (A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to “fifteen percent (15%)” and “eighty-five percent (85%)” in which the definition stockholders of Acquisition Transaction shall be deemed references to “Company immediately preceding such transaction hold less than fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the Acquisition Transaction contemplated aggregate equity interest in the surviving or resulting entity of such transaction; (B) a sale or other disposition by Company of assets representing in excess of fifty percent (50%) of the foregoing clause aggregate fair market value of Company's assets immediately prior to such sale; or (C) the acquisition by any person or the execution and effectiveness group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the letter voting power of intent, memorandum the then outstanding shares of understanding or other Contract contemplated by the foregoing clause (C)capital stock of Company. (iii) In the event that this Agreement is terminated pursuant to Section 7.1(f)(iii), the Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent.

Company Payments. (i) In the event that (A) this Agreement is terminated under (A) by the Company pursuant to Section 7.1(d9.1(d) and or (B) following by Acquisition pursuant to Section 9.1(g) or Section 9.1(h), then in either case, the execution Company shall pay to Acquisition the Company Termination Fee plus, Acquisition’s reasonable out-of-pocket expenses, including attorney’s fees, actually incurred by Acquisition and delivery of this Agreement and its Affiliates in connection with the Merger on or prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, the Company shall pay to Parent, promptly (and in any event within two (2) Business Days) following receipt of an invoice therefor, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by ParentAcquisition, in within two (2) Business Days after such termination. (ii) In the event that (A)(1A) this Agreement is terminated pursuant a bona fide written offer or proposal (other than an offer or proposal by Acquisition or in connection with the transactions contemplated hereby) to Section 7.1(b) or Section 7.1(d) or (2) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (engage in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing provided that for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 7.3(b)(ii9.3(b)(ii), all references to “fifteen percent (15%)” and “eighty-five percent (85%)” percentages included in the definition of Acquisition Transaction shall be deemed references increased to “fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on have been made after the date ofhereof and prior to the Company Shareholders Meeting, and not withdrawn as a condition to, the consummation of the Acquisition Transaction contemplated by Company Shareholders Meeting, (B) following the foregoing occurrence of an event described in the preceding clause (C) or the execution and effectiveness of the letter of intentA), memorandum of understanding or other Contract contemplated by the foregoing clause (C). (iii) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(f)(iii)9.1(c) (provided that the Principal Shareholders unanimously voted in favor of the transactions contemplated hereby) and (C) within 12 months after the termination of this Agreement, the Company consummates the transactions contemplated by such same Acquisition Transaction; then the Company shall pay to Parent a fee equal Acquisition the Company Termination Fee plus, Acquisition’s reasonable out-of-pocket expenses, including attorney’s fees, actually incurred by Acquisition and its Affiliates in connection with the Merger on or prior to the Termination Fee Amounttermination of this Agreement, by wire transfer of immediately available funds to an account or accounts designated in writing by ParentAcquisition, within two (2) Business Days following the consummation of the transactions contemplated by such same Acquisition Transaction. (iii) The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Company Termination Fee on more than one Business Day after demand by Parentoccasion, whether or not the Company 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.

Company Payments. (i) In Company shall pay to Parent in immediately available funds, within one (1) business day after notice of termination is delivered, an amount equal to $35 million (the event that (A"Company Termination Fee") if this Agreement is terminated under by Parent pursuant to Section 7.1(d8.1(g) and hereof. -------------- (Bii) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, the Company shall pay to ParentParent in immediately available funds, promptly (and in any event within two (2) Business Days) following receipt of an invoice thereforbusiness days after demand by Parent, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisorsCompany Termination Fee, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A)(1) if this Agreement is terminated by Parent or Company, as applicable, pursuant to Section 7.1(b8.1(b) or Section 7.1(d8.1(d) hereof as a result -------------- -------------- of the Company Stockholder Proposal not receiving the Company Requisite Vote upon the vote being taken thereon at the Company Stockholders' Meeting (or any adjournment or postponement thereof) and any of the following shall occur: (21) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) if following the execution and delivery of this Agreement date hereof and prior to the termination taking of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above)such vote, an a third party has publicly announced, and not publicly withdrawn, a Company Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Agreement a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated or consummated; or (2) if following the date hereof and prior to the taking of such vote, a third party has publicly announced, and not publicly withdrawn, a Company Acquisition Proposal and within twelve (12) months following the termination of this Agreement Company enters into a an agreement or letter of intent, memorandum of understanding or other Contract intent providing for a Company Acquisition. (iii) Company acknowledges that the agreements contained in this Section 8.3(b) are an Acquisition Transaction integral part of the transactions contemplated by this -------------- Agreement, and that, without these agreements, Parent would have not entered into this Agreement. Accordingly, if Company fails to pay in a timely manner the amounts due pursuant to this Section 8.3(b) and, in order to obtain such ------------- payment, Parent makes a claim that results in a judgment against Company for the amounts set forth in this Section 8.3(b), Company shall pay to Parent its ---------------------------------------- reasonable costs and expenses (whether or including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section payment was required to be made. Payment of the fees described in this Section 8.3(b) shall not the Acquisition Transaction referenced be in lieu of damages incurred in the preceding clause -------------- event of breach of this Agreement. (B)). iv) For the purposes of this Section 7.3(b)(ii)8.3, all references "Company ----------- Acquisition" means any of the following transactions (other than the transactions contemplated by this Agreement): (A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to “fifteen percent (15%)” and “eighty-five percent (85%)” in which the definition stockholders of Acquisition Transaction shall be deemed references to “Company immediately preceding such transaction hold less than fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the Acquisition Transaction contemplated aggregate equity interest in the surviving or resulting entity of such transaction; (B) a sale or other disposition by Company of assets representing in excess of fifty percent (50%) of the foregoing clause aggregate fair market value of Company's assets immediately prior to such sale; or (C) the acquisition by any person or the execution and effectiveness group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the letter voting power of intent, memorandum the then outstanding shares of understanding or other Contract contemplated by the foregoing clause (C)capital stock of Company. (iii) In the event that this Agreement is terminated pursuant to Section 7.1(f)(iii), the Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent.

Company Payments. (i) In the event that If (A) (i) this Agreement is validly terminated under by Parent or the Company pursuant to Section 7.1(d6.1(b) and or Section 6.1(d), (Bii) following at or prior to the execution and delivery time of such termination of this Agreement and prior to the termination of this Agreement, an Alternative Acquisition Proposal shall have been publicly announced or disclosed (and such Alternative Acquisition Proposal shall have become publicly known, or shall not have been communicated or otherwise made known unconditionally and publicly withdrawn prior to the Company, date of the Company shall pay to ParentStockholders Meeting), promptly (and in any event within two (2) Business Days) following receipt of an invoice therefor, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalvesiii) in connection with or related to the authorization, preparation, negotiation, execution and performance case of a termination of this Agreement and the transactions contemplated hereby (“by Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i6.1(b), and Parent demonstrates that it would reasonably have been expected that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A)(1) this Agreement is terminated pursuant to Section 7.1(b) or Section 7.1(d) or (2) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) following the execution and delivery of this Agreement and Merger would have been consummated prior to the termination of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis but for the making or pendency of such Alternative Acquisition Proposal (it being clarified that this Section 6.3(b)(A)(iii) shall not apply to termination of this Agreement (in by the case of any termination referred to in subclause (A)(2) aboveCompany), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (Civ) within twelve (12) months following after the date of termination of this Agreement, either an a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated or the Company enters into a definitive agreement or binding letter of intent, memorandum of understanding or other Contract intent providing for an a Company Acquisition Transaction (whether which is subsequently consummated), or not the Acquisition Transaction referenced in the preceding clause (B) this Agreement is validly terminated by Parent pursuant to Section 6.1(e)). For purposes , then (x) if termination of this Agreement is pursuant to Section 7.3(b)(ii6.1(b) or Section 6.1(d), all references to “fifteen percent within one (15%)” and “eighty-five percent (85%)” in the definition of Acquisition Transaction shall be deemed references to “fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii1) shall be paid on the date of, and as a condition to, the business day after consummation of the Company Acquisition Transaction described above, or (y) if termination of this Agreement is pursuant to Section 6.1(e), within one (1) business day after the termination of this Agreement, the Company shall cause to be paid to Parent, in cash in immediately available funds, a non-refundable termination fee in the amount of $1.2 million. In addition, in any of the foregoing circumstances where the Company is obligated to pay a termination fee, the Company shall also reimburse Parent for Parent’s reasonable and documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated thereby, not to exceed $1 million, less any amounts previously paid by the foregoing clause Company on account of such expenses as provided in the last sentence of this paragraph (Cthe “Parent Expenses”), within five (5) or business days after the execution and effectiveness Company’s receipt of the letter reasonable documentation of intent, memorandum of understanding or other Contract contemplated by the foregoing clause (C). (iii) such expenses. In the event that (1) this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(f)(iii6.1(d), and (2) all of the conditions to the Company’s obligation to consummate the Merger set forth in Sections 5.1 and 5.3 (other than the conditions set forth in Sections 5.1(a), (b) and (c) and Sections 5.3(e) and 5.3(f)) were satisfied as of the time of such termination, then the Company shall reimburse Parent for Parent’s reasonable and documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated thereby, not to exceed $500,000, less any amounts previously paid by the Company on account of such expenses, within five (5) business days after the Company’s receipt of reasonable documentation of such expenses. (ii) The Company acknowledges that the agreements contained in this Section 6.3(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 promptly to pay when due any amount payable by the Company under this Section 6.3, then: (A) the Company shall reimburse Parent for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Parent of its rights under this Section 6.3; and (B) the Company shall pay to Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid through the date such overdue amount is actually paid to Parent in full) at a fee rate per annum equal to five percent (5%). Payment of the Termination Fee Amountfees described in this Section 6.3(b) shall not be in lieu of damages incurred in the event of willful breach of this Agreement. (iii) For the purposes of this Agreement, “Company Acquisition” shall mean any of the following transactions (other than the transactions contemplated by wire transfer this Agreement and other than any transactions in which the Company is acquired by Parent or any of its affiliates): (A) a merger, consolidation, business combination, recapitalization or similar transaction involving the Company pursuant to which the stockholders of the Company immediately available funds preceding such transaction do not hold (directly or indirectly) at least 50% of the aggregate equity interests in the surviving or resulting entity of such transaction or a parent entity following such transaction; (B) a transaction that involves, directly or indirectly, a sale or other disposition by the Company of assets that represent in excess of 50% of the consolidated assets of the Company and its Subsidiaries or a business or businesses that constitute or account for at least 50% of the consolidated net revenues of the Company and its Subsidiaries, taken as a whole, immediately prior to such sale; or (C) the acquisition by any Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) (including by way of a tender offer or an account exchange offer or accounts designated issuance by the Company), directly or indirectly, of beneficial ownership of shares representing in writing by Parent, within one Business Day after demand by Parentexcess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) In the event that If (A) this Agreement is validly terminated under pursuant to Section 7.1(d8.1(c) and [Termination Date] or Section 8.1(e) [Company Breach]; (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement an Acquisition Proposal was made to the Company or any of its Subsidiaries and was evaluated by the Company Board or publicly announced; and (C) within twelve (12) months following such termination of this Agreement, either an Acquisition Proposal shall have been publicly announced Transaction is consummated or shall have become publicly knownthe Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated, or shall have been communicated or otherwise made known to the Company, then the Company shall pay to Parent, promptly (and in any event within two one (21) Business DaysDay of entering into or consummation of such Acquisition Transaction) following receipt of an invoice thereforpay, an amount in cash equal or cause to be paid, to Parent the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Company Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A)(1) this Agreement is terminated pursuant to Section 7.1(b) or Section 7.1(d) or (2) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 7.3(b)(ii8.3(b)(i), all references to “fifteen percent (1520%)” and “eighty-five percent (85%)” in the definition of “Acquisition Transaction shall Transaction” will be deemed to be references to “fifty percent (50%).”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the Acquisition Transaction contemplated by the foregoing clause (C) or the execution and effectiveness of the letter of intent, memorandum of understanding or other Contract contemplated by the foregoing clause (C). (iiiii) In the event that If this Agreement is validly terminated by Parent pursuant to Section 7.1(f)(iii)8.1(f) [Company Board Recommendation Change], then the Company shall pay promptly (and in any event within one (1) Business Day following such termination) pay, or cause to be paid, to Parent a fee equal to the Company Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) If this Agreement is validly terminated by the Company pursuant to Section 8.1(h) [Entry into an Alternative Acquisition Agreement], within one Business Day after demand then the Company shall concurrently with such termination pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iv) If this Agreement is validly terminated by Parent or the Company pursuant Section 8.1(d) [Failure of Requisite Shareholder Approval], then the Company shall promptly (and in any event within one (1) Business Day following such termination) pay, or cause to be paid, to Parent the Company Termination Fee and Parent’s actual and reasonable out-of-pocket expenses incurred in connection with this Agreement and the Transactions (the “Expense Reimbursement”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.

Company Payments. (i) In Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent, an amount equal to $1,000,000 (the event that "TERMINATION FEE") plus up to $500,000 for all documented Transaction Expenses incurred by Parent prior to such termination (the "EXPENSE REIMBURSEMENT"), if this Agreement is terminated by Parent pursuant to Section 8.1(f) or 8.1(g). (ii) Company shall pay Parent in immediately available funds, within one (1) business day after demand by Parent, an amount equal to the Expense Reimbursement, if this Agreement is terminated by Parent or Company, as applicable, pursuant to Section 8.1(d); (iii) Company shall pay Parent in immediately available funds, upon consummation of any Company Acquisition (as defined below), an amount equal to the Termination Fee plus the Expense Reimbursement (if not already paid), if: (A) this Agreement is terminated under by Parent or Company, as applicable, pursuant to Section 7.1(d8.1(b) and or 8.1(d); (B) following the execution and delivery of this Agreement date hereof and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, generally disclosed by Company or shall have been communicated or otherwise made known to the Company, the Company shall pay to Parent, promptly (and in any event within two (2) Business Days) following receipt of an invoice therefor, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A)(1) this Agreement is terminated pursuant to Section 7.1(b) or Section 7.1(d) or (2) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above), an party making such Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and Shareholders; and (C) within twelve six (126) months following the termination of this Agreement, either an a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a an agreement or letter of intent, memorandum of understanding or other Contract intent providing for an Acquisition Transaction a Company Acquisition, in either case, with any party. (whether or not iv) Company acknowledges that the Acquisition Transaction referenced agreements contained in the preceding clause (B)). For purposes of this Section 7.3(b)(ii)8.3(b) are an integral part of the transactions contemplated by this Agreement, all references and that, without these agreements, Parent would not enter into this Agreement; accordingly, if Company fails to “fifteen percent (15%)” and “eighty-five percent (85%)” pay in a timely manner the definition of Acquisition Transaction shall be deemed references to “fifty percent (50%)”. The fee amount payable amounts due pursuant to this Section 7.3(b)(ii8.3(b) shall be paid on and, in order to obtain such payment, Parent makes a claim that results in a judgement against Company for the date of, and as a condition to, the consummation of the Acquisition Transaction contemplated by the foregoing clause (C) or the execution and effectiveness of the letter of intent, memorandum of understanding or other Contract contemplated by the foregoing clause (C). (iii) In the event that amounts set forth in this Agreement is terminated pursuant to Section 7.1(f)(iii8.3(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 8.3(b) at the prime rate of LaSalle Bank National Association in effect on the date such payment was required to be made. Payment of the fees described in this Section 8.3(b) shall not be in lieu of damages incurred in the event of intentional or willful breach of this Agreement. (v) For purposes of this Agreement, "COMPANY ACQUISITION" means any of the following transactions (other than the transactions contemplated by this Agreement), either as a fee equal single transaction or series of transactions: (i) a merger, amalgamation, arrangement, reorganization, share exchange, consolidation, recapitalization, liquidation, dissolution or other business combination involving Company, pursuant to which the Termination Fee AmountCompany Shareholders immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) the acquisition or purchase of 50% or more of equity securities of Company (including by wire transfer way of immediately available funds tender offer or an exchange offer or issuance by Company) or the right to an account acquire such equity securities, or accounts designated in writing (iii) the sale, lease, license or other disposition (by Parentsale, within one Business Day after demand by Parentmerger or otherwise) of 50% or more of the book or market value of assets (including, without limitation, securities of any Subsidiary of Company) of Company and its Subsidiaries, taken as a whole.

Company Payments. (i) In Company shall pay to Parent in immediately available funds, within one (1) business day after notice of termination is delivered, an amount equal to $35 million (the event that (A"Company Termination Fee") if this Agreement is terminated under by Parent pursuant to Section 7.1(d8.1(g) and hereof. (Bii) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, the Company shall pay to ParentParent in immediately available funds, promptly (and in any event within two (2) Business Days) following receipt of an invoice thereforbusiness days after demand by Parent, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisorsCompany Termination Fee, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A)(1) if this Agreement is terminated by Parent or Company, as applicable, pursuant to Section 7.1(b8.1(b) or Section 7.1(d8.1(d) hereof as a result of the Company Stockholder Proposal not receiving the Company Requisite Vote upon the vote being taken thereon at the Company Stockholders' Meeting (or any adjournment or postponement thereof) and any of the following shall occur: (21) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) if following the execution and delivery of this Agreement date hereof and prior to the termination taking of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above)such vote, an a third party has publicly announced, and not publicly withdrawn, a Company Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Agreement a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated or consummated; or (2) if following the date hereof and prior to the taking of such vote, a third party has publicly announced, and not publicly withdrawn, a Company Acquisition Proposal and within twelve (12) months following the termination of this Agreement Company enters into a an agreement or letter of intent, memorandum of understanding or other Contract intent providing for a Company Acquisition. (iii) Company acknowledges that the agreements contained in this Section 8.3(b) are an Acquisition Transaction integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would have not entered into this Agreement. Accordingly, if Company fails to pay in a timely manner the amounts due pursuant to this Section 8.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against Company for the amounts set forth in this Section 8.3(b), Company shall pay to Parent its reasonable costs and expenses (whether or including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 8.3(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 8.3(b) shall not the Acquisition Transaction referenced be in lieu of damages incurred in the preceding clause event of breach of this Agreement. (B)). iv) For the purposes of this Section 7.3(b)(ii)8.3, all references "Company Acquisition" means any of the following transactions (other than the transactions contemplated by this Agreement): (A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to “fifteen percent (15%)” and “eighty-five percent (85%)” in which the definition stockholders of Acquisition Transaction shall be deemed references to “Company immediately preceding such transaction hold less than fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the Acquisition Transaction contemplated aggregate equity interest in the surviving or resulting entity of such transaction; (B) a sale or other disposition by Company of assets representing in excess of fifty percent (50%) of the foregoing clause aggregate fair market value of Company's assets immediately prior to such sale; or (C) the acquisition by any person or the execution and effectiveness group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the letter voting power of intent, memorandum the then outstanding shares of understanding or other Contract contemplated by the foregoing clause (C)capital stock of Company. (iii) In the event that this Agreement is terminated pursuant to Section 7.1(f)(iii), the Company shall pay to Parent a fee equal to the Termination Fee Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within one Business Day after demand by Parent.

Company Payments. (i) In Company shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent, an amount equal to the event that amount, if any, by which (Ax) (U.S.) $2,330,000 exceeds (y) the amount, if any, by which (a) the net (before tax) proceeds of disposition of the Option Shares (as defined in the Stock Option Agreement) exceeds (b) the amount which results when $2.64 is multiplied by the number of Option Shares which have been disposed of (the "TERMINATION FEE") if this Agreement is terminated under by Parent pursuant to Section 7.1(d8.1(g) or (h) (provided, however, that if the Option Shares have not been disposed of, then the amount provided for in subsection (b)(i)(y) shall be deemed to be zero). Company may pay the Termination Fee to Parent (without demand having been made by Parent prior thereto) on not less than 10 business days' notice to Parent at any time after the Termination Date (as defined in the Stock Option Agreement) provided that no such payment may be made without the consent of Parent if (1) prior to such time an Acquisition Proposal has been made by a party other than Parent which has not been consummated or abandoned (or, if consummated, the terms of the transaction do not provide that Parent shall have received payment of the appropriate amount in respect of its Option Shares or Options prior to such time on the same terms and conditions as are available to other holders of Company's securities) or (B2) following the execution and delivery of this Agreement and Parent has elected, prior to the termination date specified for payment of this Agreementthe Termination Fee, an Acquisition Proposal shall have been publicly announced or shall have become publicly knownto retain the Option and the Option Shares in lieu of the payment of the Termination Fee. Upon the payment of the aggregate cash portion of the Termination Fee, or shall have been communicated or otherwise made known Parent agrees to surrender all unexercised options under the Company, the Company shall pay to Parent, promptly Stock Option Agreement (and in any event within two (2) Business Days) following receipt of an invoice therefor, an amount in cash equal all Option Shares acquired thereunder which Parent continues to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iiihold). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of in immediately available funds to an account or accounts designated in writing funds, within one (1) business day after demand by Parent, in the event that (A)(1) this Agreement is terminated pursuant to Section 7.1(b) or Section 7.1(d) or (2) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)). For purposes of this Section 7.3(b)(ii), all references to “fifteen percent (15%)” and “eighty-five percent (85%)” in the definition of Acquisition Transaction shall be deemed references to “fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the Acquisition Transaction contemplated by the foregoing clause (C) or the execution and effectiveness of the letter of intent, memorandum of understanding or other Contract contemplated by the foregoing clause (C). (iii) In the event that this Agreement is terminated pursuant to Section 7.1(f)(iii), the Company shall pay to Parent a fee equal to the Termination Fee Amount(calculated on the basis set out in, by wire transfer of immediately available funds and subject to an account or accounts designated in writing by Parentthe provisions of, within one Business Day after demand by Parent.subsection (b)(i)) if:

Company Payments. (I) If (A) (i) In the event that (A) this Agreement is validly terminated under by Parent or the Company pursuant to Section 7.1(d6.1(b) and or Section 6.1(d), (Bii) following at or prior to the execution and delivery time of such termination of this Agreement and prior to the termination of this Agreement, an Alternative Acquisition Proposal shall have been publicly announced or disclosed (and such Alternative Acquisition Proposal shall have become publicly known, or shall not have been communicated or otherwise made known unconditionally and publicly withdrawn prior to the Company, date of the Company shall pay to ParentStockholders Meeting), promptly (and in any event within two (2) Business Days) following receipt of an invoice therefor, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalvesiii) in connection with or related to the authorization, preparation, negotiation, execution and performance case of a termination of this Agreement and the transactions contemplated hereby (“by Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i6.1(b), and Parent demonstrates that it would reasonably have been expected that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A)(1) this Agreement is terminated pursuant to Section 7.1(b) or Section 7.1(d) or (2) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) following the execution and delivery of this Agreement and Merger would have been consummated prior to the termination of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis but for the making or pendency of such Alternative Acquisition Proposal (it being clarified that this Section 6.3(b)(A)(iii) shall not apply to termination of this Agreement (in by the case of any termination referred to in subclause (A)(2) aboveCompany), an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (Civ) within twelve (12) months following after the date of termination of this Agreement, either an a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated or the Company enters into a definitive agreement or binding letter of intent, memorandum of understanding or other Contract intent providing for an a Company Acquisition Transaction (whether which is subsequently consummated), or not the Acquisition Transaction referenced in the preceding clause (B) this Agreement is validly terminated by Parent pursuant to Section 6.1(e)). For purposes , then (x) if termination of this Agreement is pursuant to Section 7.3(b)(ii6.1(b) or Section 6.1(d), all references to “fifteen percent within one (15%)” and “eighty-five percent (85%)” in the definition of Acquisition Transaction shall be deemed references to “fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii1) shall be paid on the date of, and as a condition to, the business day after consummation of the Company Acquisition Transaction described above, or (y) if termination of this Agreement is pursuant to Section 6.1(e), within one (1) business day after the termination of this Agreement, the Company shall cause to be paid to Parent, in cash in immediately available funds, a non-refundable termination fee in the amount of $1.2 million. In addition, in any of the foregoing circumstances where the Company is obligated to pay a termination fee, the Company shall also reimburse Parent for Parent's reasonable and documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated thereby, not to exceed $1 million, less any amounts previously paid by the foregoing clause Company on account of such expenses as provided in the last sentence of this paragraph (Cthe "PARENT EXPENSES"), within five (5) or business days after the execution and effectiveness Company's receipt of the letter reasonable documentation of intent, memorandum of understanding or other Contract contemplated by the foregoing clause (C). (iii) such expenses. In the event that (1) this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(f)(iii6.1(d), and (2) all of the conditions to the Company's obligation to consummate the Merger set forth in Sections 5.1 and 5.3 (other than the conditions set forth in Sections 5.1(a), (b) and (c) and Sections 5.3(e) and 5.3(f)) were satisfied as of the time of such termination, then the Company shall reimburse Parent for Parent's reasonable and documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated thereby, not to exceed $500,000, less any amounts previously paid by the Company on account of such expenses, within five (5) business days after the Company's receipt of reasonable documentation of such expenses. (II) The Company acknowledges that the agreements contained in this Section 6.3(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 promptly to pay when due any amount payable by the Company under this Section 6.3, then: (A) the Company shall reimburse Parent for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Parent of its rights under this Section 6.3; and (B) the Company shall pay to Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid through the date such overdue amount is actually paid to Parent in full) at a fee rate per annum equal to five percent (5%). Payment of the Termination Fee Amountfees described in this Section 6.3(b) shall not be in lieu of damages incurred in the event of willful breach of this Agreement. (III) For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by wire transfer this Agreement and other than any transactions in which the Company is acquired by Parent or any of its affiliates): (A) a merger, consolidation, business combination, recapitalization or similar transaction involving the Company pursuant to which the stockholders of the Company immediately available funds preceding such transaction do not hold (directly or indirectly) at least 50% of the aggregate equity interests in the surviving or resulting entity of such transaction or a parent entity following such transaction; (B) a transaction that involves, directly or indirectly, a sale or other disposition by the Company of assets that represent in excess of 50% of the consolidated assets of the Company and its Subsidiaries or a business or businesses that constitute or account for at least 50% of the consolidated net revenues of the Company and its Subsidiaries, taken as a whole, immediately prior to such sale; or (C) the acquisition by any Person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) (including by way of a tender offer or an account exchange offer or accounts designated issuance by the Company), directly or indirectly, of beneficial ownership of shares representing in writing by Parent, within one Business Day after demand by Parentexcess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

Company Payments. (i) In Company shall pay to Parent in immediately available funds, within one (1) business day after notice of termination is delivered, an amount equal to $35 million (the event that (A"COMPANY TERMINATION FEE") if this Agreement is terminated under by Parent pursuant to Section 7.1(d8.1(g) and hereof. (Bii) following the execution and delivery of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, the Company shall pay to ParentParent in immediately available funds, promptly (and in any event within two (2) Business Days) following receipt of an invoice thereforbusiness days after demand by Parent, an amount in cash equal to the actual and reasonably documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of financial advisorsCompany Termination Fee, outside legal counsel, accountants, experts, consultants and other service providers) incurred by Parent and its Affiliates (or on their respective behalves) in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (“Parent Expenses”), which amount shall not exceed $1,000,000. The parties hereto hereby agreed that the existence of circumstances which could require the Termination Fee Amount to become subsequently payable by the Company pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.3(b)(i), and that the payment by the Company of Parent Expenses pursuant to this Section 7.3(b)(i) shall not relieve the Company of any subsequent obligation to pay Parent the Termination Fee Amount pursuant to Section 7.3(b)(ii) or Section 7.3(b)(iii). (ii) The Company shall pay to Parent a fee equal to $15,000,000 (the “Termination Fee Amount”), less any Parent Expenses previously paid or payable by the Company pursuant to Section 7.3(b)(i), by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, in the event that (A)(1) if this Agreement is terminated by Parent or Company, as applicable, pursuant to Section 7.1(b8.1(b) or Section 7.1(d8.1(d) hereof as a result of the Company Stockholder Proposal not receiving the Company Requisite Vote upon the vote being taken thereon at the Company Stockholders' Meeting (or any adjournment or postponement thereof) and any of the following shall occur: (21) this Agreement is terminated pursuant to Section 7.1(f)(i), (B) if following the execution and delivery of this Agreement date hereof and prior to the termination taking of this Agreement (in the case of any termination referred to in subclause (A)(1) above) or prior to the breach or inaccuracy that forms the basis for the termination of this Agreement (in the case of any termination referred to in subclause (A)(2) above)such vote, an a third party has publicly announced, and not publicly withdrawn, a Company Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company Board, and (C) within twelve (12) months following the termination of this Agreement, either an Agreement a Company Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (B)as defined below) is consummated or consummated; or (2) if following the date hereof and prior to the taking of such vote, a third party has publicly announced, and not publicly withdrawn, a Company Acquisition Proposal and within twelve (12) months following the termination of this Agreement Company enters into a an agreement or letter of intent, memorandum of understanding or other Contract intent providing for a Company Acquisition. (iii) Company acknowledges that the agreements contained in this Section 8.3(b) are an Acquisition Transaction integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would have not entered into this Agreement. Accordingly, if Company fails to pay in a timely manner the amounts due pursuant to this Section 8.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against Company for the amounts set forth in this Section 8.3(b), Company shall pay to Parent its reasonable costs and expenses (whether or including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 8.3(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 8.3(b) shall not the Acquisition Transaction referenced be in lieu of damages incurred in the preceding clause event of breach of this Agreement. (B)). iv) For the purposes of this Section 7.3(b)(ii)8.3, all references "COMPANY ACQUISITION" means any of the following transactions (other than the transactions contemplated by this Agreement): (A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to “fifteen percent (15%)” and “eighty-five percent (85%)” in which the definition stockholders of Acquisition Transaction shall be deemed references to “Company immediately preceding such transaction hold less than fifty percent (50%)”. The fee amount payable pursuant to this Section 7.3(b)(ii) shall be paid on the date of, and as a condition to, the consummation of the Acquisition Transaction contemplated aggregate equity interest in the surviving or resulting entity of such transaction; (B) a sale or other disposition by Company of assets representing in excess of fifty percent (50%) of the foregoing clause aggregate fair market value of Company's assets immediately prior to such sale; or (C) the acquisition by any person or the execution and effectiveness group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of Company. (c) Parent Payments. (i) Parent shall pay to Company in immediately available funds, within one (1) business day after notice of termination is delivered, an amount equal to $35 million (the "PARENT TERMINATION FEE") if this Agreement is terminated by Company pursuant to Section 8.1(h) hereof. (ii) Parent shall pay Company in immediately available funds, within two (2) business days after demand by Company, an amount equal to the Parent Termination Fee, if this Agreement is terminated by Company or Parent, as applicable, pursuant to Section 8.1(b) or Section 8.1(d) hereof as a result of the Parent Stockholder Proposal not receiving the Parent Requisite Vote upon the vote being taken thereon at the Parent Stockholders' Meeting (or any adjournment or postponement thereof) and any of the following shall occur: (1) if following the date hereof and prior to the taking of such vote, a third party has publicly announced, and not publicly withdrawn, a Parent Acquisition Proposal and within twelve (12) months following the termination of this Agreement a Parent Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the taking of such vote, a third party has publicly announced, and not publicly withdrawn, a Parent Acquisition Proposal and within twelve (12) months following the termination of this Agreement Parent enters into an agreement or letter of intent, memorandum of understanding or other Contract contemplated by the foregoing clause (C)intent providing for a Parent Acquisition. (iii) In Parent acknowledges that the event that agreements contained in this Agreement is terminated Section 8.3(c) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Company would not have entered into this Agreement. Accordingly, if Parent fails to pay in a timely manner the amounts due pursuant to this Section 7.1(f)(iii8.3(c) and, in order to obtain such payment, Company makes a claim that results in a judgment against Parent for the amounts set forth in this Section 8.3(c), the Company Parent shall pay to Company 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 8.3(c) 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 8.3(c) shall not be in lieu of damages incurred in the event of breach of this Agreement. (iv) For the purposes of this Section 8.3, "PARENT ACQUISITION" means any of the following transactions (other than the transactions contemplated by this Agreement): (A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent pursuant to which the aggregate percentage equity interest in the surviving or resulting entity of such transaction held by the former holders of HDD Common Stock represents 50% or less of the aggregate equity interest in Parent represented by their shares of HDD Common Stock immediately before the transaction; (B) a fee equal sale or other disposition by Parent of assets representing in excess of fifty percent (50%) of the aggregate fair market value of assets that would have been part of the HDD Business and transferred to Spinco if the Termination Fee Amount, Separation had taken place; or (C) the acquisition by wire transfer any person or group (including by way of immediately available funds to a tender offer or an account exchange offer or accounts designated in writing issuance by Parent), within one Business Day after demand by Parentdirectly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the HDD Common Stock then outstanding.