Common use of Company Payments Clause in Contracts

Company Payments. (i) If (A) (x) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(c) (Termination Date) (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 8.1(c)), (y) Parent validly terminates this Agreement pursuant to Section ‎8.1(e) (Material Breach) or (z) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(g) (Offer Conditions) as a result of the failure to satisfy the Minimum Condition; (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced (or became known to the general public) and has not been publicly withdrawn (or which withdrawal has become known to the general public) at least three (3) Business Days prior to the earlier of the date of the Offer Expiration Time and the date of such termination; and (C) within twelve (12) months following such termination of this Agreement, either an Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal and such Acquisition Proposal is subsequently consummated, then the Company shall pay, or cause to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with such event by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section ‎8.3(b)(i), all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%.”

Company Payments. (i) If (A) (x) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(c) (Termination Date) (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 8.1(c)), (y) Parent validly terminates this Agreement pursuant to Section ‎8.1(e) (Material Breach8.1(d) or (z) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(g) (Offer Conditions) as a result of the failure to satisfy the Minimum Condition8.1(e); (B) at the time of such termination, the conditions set forth in Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied as if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an a bona fide written Acquisition Proposal shall have been publicly announced (or became known to the general public) publicly disclosed and has not been publicly withdrawn (or which withdrawal has become known to the general public) at least three (3) Business Days prior to the earlier of the date of the Offer Expiration Time and the date of such terminationotherwise abandoned; and (CD) within twelve (12) months following such termination of this Agreement, either an Acquisition Proposal Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal and such Acquisition Proposal is subsequently consummated, Transaction then the Company shall promptly (and in any event within three (3) Business Days) after the earlier of (x) the consummation of, or (y) the entry into of a definitive agreement with respect to, such Acquisition Transaction pay, or cause to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with such event by wire transfer of immediately available funds to an account or accounts designated in writing by ParentXxxxxx. For purposes of this Section ‎8.3(b)(i8.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition ProposalTransaction” shall will be deemed to be references to “50fifty and one tenth percent (50.1%).”

Company Payments. (i) If (A) (x) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(c) (Termination Date) (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 8.1(c)), (y) Parent validly terminates this Agreement pursuant to Section ‎8.1(e) (Material Breach) or (z) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(g) (Offer Conditions) as a result of the failure to satisfy the Minimum Condition; (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced (or became known to the general public) and has not been publicly withdrawn (or which withdrawal has become known to the general public) at least three (3) Business Days prior to the earlier of the date of the Offer Expiration Time and the date of such termination; and (C) within twelve (12) months following such termination of this Agreement, either an Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal and such Acquisition Proposal is subsequently consummated, then the The Company shall pay, or cause to be paid, pay to Parent or its designee the Company Termination Fee prior to or substantially concurrently with such event Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes , within two Business Days after demand by Parent, in the event that (A) this Agreement is terminated pursuant to Section 8.1(b); (B) the failure of the Merger to be consummated by the Termination Date is not the result of actions taken by Parent or Merger Sub in breach of this Agreement or any failure to take action by Parent or Merger Sub in breach of this Agreement, which breach has resulted in a failure to satisfy the conditions set forth in Section ‎8.3(b)(i7.1(b), all references Section 7.1(c), Section 7.3(a) or Section 7.3(b)); (C) at the time of such termination, the closing conditions set forth in Section 7.1(b) and Section 7.1(c) are capable of being satisfied or would be capable of being satisfied but for actions taken by the Company in breach of this Agreement or any failure to “20%” take action by the Company in breach of this Agreement; (D) following the definition execution and delivery of “this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(b), (1) a Competing Acquisition Proposal” Transaction shall be deemed have been publicly announced, disclosed or communicated and not withdrawn, (2) a Person or group shall have publicly disclosed an intention to be references make, propose or communicate a proposal for a Competing Acquisition Transaction and not withdrawn such intention, or (3) a proposal for a Competing Acquisition Transaction shall have become publicly known and not withdrawn; and (E) within twelve months following the termination of this Agreement pursuant to “50%Section 8.1(b), the Company enters into a definitive agreement providing for a Competing Acquisition Transaction and such Competing Acquisition Transaction is subsequently consummated.”

Company Payments. (i) If (A) (x) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(c) (Termination Date) (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 8.1(c)), (y) Parent validly terminates this Agreement pursuant to Section ‎8.1(e) (Material Breach8.1(d) or (z) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(g) (Offer Conditions) as a result of the failure to satisfy the Minimum Condition8.1(e); (B) at the time of such termination, the conditions set forth in Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied as if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an a bona fide written Acquisition Proposal shall have been publicly announced (or became known to the general public) publicly disclosed and has not been publicly withdrawn (or which withdrawal has become known to the general public) at least three (3) Business Days prior to the earlier of the date of the Offer Expiration Time and the date of such terminationotherwise abandoned; and (CD) within twelve (12) months following such termination of this Agreement, either an Acquisition Proposal Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal and such Acquisition Proposal is subsequently consummated, Transaction then the Company shall promptly (and in any event within three (3) Business Days) after the earlier of (x) the consummation of, or (y) the entry into of a definitive agreement with respect to, such Acquisition Transaction pay, or cause to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with such event by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section ‎8.3(b)(i8.3(b)(i), all references to “twenty percent (20%)” in the definition of “Acquisition ProposalTransaction” shall will be deemed to be references to “50fifty and one tenth percent (50.1%).”

Company Payments. (i) If The Company shall pay to Parent $53,500,000.00 (A) (x) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(c) (“Termination Date) (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 8.1(c)Fee”), (y) Parent validly terminates this Agreement pursuant to Section ‎8.1(e) (Material Breach) or (z) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(g) (Offer Conditions) as a result of the failure to satisfy the Minimum Condition; (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced (or became known to the general public) and has not been publicly withdrawn (or which withdrawal has become known to the general public) at least three (3) Business Days prior to the earlier of the date of the Offer Expiration Time and the date of such termination; and (C) within twelve (12) months following such termination of this Agreement, either an Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal and such Acquisition Proposal is subsequently consummated, then the Company shall pay, or cause to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with such event by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two Business Days, in the event that: (A) this Agreement is terminated by Parent or the Company pursuant to Section 10.1(a) or Section 10.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided that all other conditions in Annex A have been satisfied other than those that were to be satisfied at the Appointment Time); (B) after the date of this Agreement and prior to such termination, an offer or proposal that constitutes an Acquisition Proposal (excluding for this purpose any mere “inquiry” from the definition of Acquisition Proposal) shall have been publicly announced or shall have become publicly known; and (C) within twelve months following such termination, either a Competing Acquisition Transaction (whether or not resulting from the Acquisition Proposal referenced in the preceding clause (B)) is consummated or the Company enters into a definitive agreement providing for a Competing Acquisition Transaction (whether or not resulting from the Acquisition Proposal referenced in the preceding clause (B)). For purposes of this Section ‎8.3(b)(i)the foregoing, a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (20%” in the definition of “Acquisition Proposal)” shall be deemed to be references to “a majority,” and the reference therein to “eighty percent (80%)” shall be deemed to be a reference to “fifty percent (50%).”

Company Payments. (i) If (A) (x) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(c) (Termination Date) (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 8.1(c)), (y) Parent validly terminates this Agreement pursuant to Section ‎8.1(e) (Material Breach8.1(d) or (z) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(g) (Offer Conditions) as a result of the failure to satisfy the Minimum Condition8.1(e); (B) following the execution and delivery of this Agreement and prior to such the termination of this AgreementAgreement (1) pursuant to Section 8.1(c) or Section 8.1(d), an Acquisition Proposal shall have for an Acquisition Transaction has been publicly announced or shall have become publicly known (in either case, not by or became known on behalf of Parent, its Affiliates or its Representatives) and not publicly withdrawn or otherwise abandoned prior to the general publicCompany Shareholders Meeting; or (2) and has not been publicly withdrawn (or which withdrawal has pursuant to Section 8.1(e), an Acquisition Proposal for an Acquisition Transaction shall have become known to the general public) at least three (3) Business Days prior to the earlier of the date of the Offer Expiration Time Company Board and the date of such termination; shall not have been abandoned or otherwise not pursued and (C) within twelve (12) months following such the termination of this AgreementAgreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), either an Acquisition Proposal Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal Transaction and such Acquisition Proposal Transaction is at any time subsequently consummated, then the Company shall will promptly (and in any event on the earlier of the date such definitive agreement is signed or the consummation of such Acquisition Transaction) pay, or cause to be paid, to Parent (or its designees) the Company Termination Fee prior to or substantially concurrently with such event by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section ‎8.3(b)(i8.3(b)(i), all references to “2015%” in the definition of “Acquisition ProposalTransaction” shall will be deemed to be references to “50%.”” Table of Contents

Company Payments. (i) If (A) (x) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(c) (Termination Date) (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 8.1(c)), (y) Parent validly terminates this Agreement pursuant to Section ‎8.1(e) (Material Breach) or (z) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(g) (Offer Conditions) as a result of the failure to satisfy the Minimum Condition; (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced (or became known to the general public) and has not been publicly withdrawn (or which withdrawal has become known to the general public) at least three (3) Business Days prior to the earlier of the date of the Offer Expiration Time and the date of such termination; and (C) within twelve (12) months following such termination of this Agreement, either an Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal and such Acquisition Proposal is subsequently consummated, then the The Company shall pay, or cause to be paid, pay to Parent or its designee the Company Termination Fee prior to or substantially concurrently with such event Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes , within two Business Days after demand by Parent, in the event that (A) this Agreement is terminated pursuant to Section 8.1(b); (B) the failure of the Merger to be consummated by the Termination Date is not the result of actions taken by Parent or Merger Sub in breach of this Agreement or any failure to take action by Parent or Merger Sub in breach of this Agreement, which breach has resulted in a failure to satisfy the conditions set forth in Section ‎8.3(b)(i7.1(b), all references Section 7.1(c), Section 7.3(a) or Section 7.3(b)); (C) at the time of such termination, the closing conditions set forth in Section 7.1(b) and Section 7.1(c) are capable of being satisfied or would be capable of being satisfied but for actions taken by the Company in breach of this Agreement or any failure to “20%” take action by the Company in breach of this Agreement; (D) following the definition execution and delivery of “this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(b), (1) a Competing 53 Table of Contents Acquisition Proposal” Transaction shall be deemed have been publicly announced, disclosed or communicated and not withdrawn, (2) a Person or group shall have publicly disclosed an intention to be references make, propose or communicate a proposal for a Competing Acquisition Transaction and not withdrawn such intention, or (3) a proposal for a Competing Acquisition Transaction shall have become publicly known and not withdrawn; and (E) within twelve months following the termination of this Agreement pursuant to “50%Section 8.1(b), the Company enters into a definitive agreement providing for a Competing Acquisition Transaction and such Competing Acquisition Transaction is subsequently consummated.”

Company Payments. (i) If The Company shall pay to Parent Nine Million Dollars (A$9,000,000) (x) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(c) (“Termination Date) (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 8.1(c)Fee”), (y) Parent validly terminates this Agreement pursuant to Section ‎8.1(e) (Material Breach) or (z) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(g) (Offer Conditions) as a result of the failure to satisfy the Minimum Condition; (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, an Acquisition Proposal shall have been publicly announced (or became known to the general public) and has not been publicly withdrawn (or which withdrawal has become known to the general public) at least three (3) Business Days prior to the earlier of the date of the Offer Expiration Time and the date of such termination; and (C) within twelve (12) months following such termination of this Agreement, either an Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal and such Acquisition Proposal is subsequently consummated, then the Company shall pay, or cause to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with such event by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that: (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination; (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination, a Competing Acquisition Transaction shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following the termination of this Agreement (the “Tail Period”) pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination, the Company has entered into a definitive agreement with respect to any Competing Acquisition Transaction or any Competing Acquisition Transaction has been consummated. For purposes of this Section ‎8.3(b)(i9.4(b)(i) and Section 9.4(b)(ii), a “Competing Acquisition Transaction” shall have the same meaning as an “Acquisition Transaction” except that all references therein to “more than twenty percent (20%” in the definition of “Acquisition Proposal)” shall be deemed to be references to “50%a majority.”

Company Payments. (i) If (A) (x) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(c) (Termination Date) (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 8.1(c)7.01(b), (y) Parent validly terminates this Agreement pursuant to Section ‎8.1(e) (Material Breach) 7.01(d), or (z) this Agreement is validly terminated by either the Company or Parent pursuant to Section ‎8.1(g) (Offer Conditions) as a result of the failure to satisfy the Minimum Condition7.01(e); (B) following the execution and delivery of this Agreement and prior to such termination of this AgreementAgreement or, in the case of a termination under Section 7.01(d), before the shareholder meeting that failed to approve the Transactions, an Acquisition Proposal shall have has been publicly announced (or became known publicly disclosed or delivered to the general public) and has not been publicly withdrawn (or which withdrawal has become known to the general public) at least three (3) Business Days prior to the earlier of the date of the Offer Expiration Time and the date of such terminationCompany Board; and (C) within twelve (12) months following one year of such termination of this Agreementtermination, either an Acquisition Proposal Transaction (which need not be the Acquisition Transaction referenced under clause (B)) is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal Transaction (which need not be the Acquisition Transaction referenced under clause (B)) and such Acquisition Proposal Transaction is subsequently consummated (or is subsequently terminated before consummation but a subsequent Acquisition Transaction is entered into in connection with the termination of such Acquisition Transaction and such subsequent Acquisition Transaction is subsequently consummated), then the Company shall paywill, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid, paid to Parent or its designee an amount equal to the Company Termination Fee prior to or substantially concurrently with such event by wire transfer of immediately available funds to an the account designated by Parent or accounts designated in writing by Parentits designee. For purposes of this Section ‎8.3(b)(i7.03(b)(i), all references to “20%15 percent” in the definition of “Acquisition ProposalTransaction” shall will be deemed to be references to “50%50 percent.”