Common use of Company Payments Clause in Contracts

Company Payments. (i) If (A) this Agreement is validly terminated pursuant to Section 8.1(d) or Section 8.1(e), (B) at the time of such termination, the Company is not then able to terminate this Agreement pursuant to Section 8.1(b), and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(e), as applicable, an Acquisition Proposal for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (D) within twelve (12) months following the termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(e), as applicable, either such Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of such Acquisition Transaction which is ultimately consummated, then the Company will concurrently with the consummation of such Acquisition Transaction pay or cause to be paid to Parent (or as directed by Parent) an amount equal to $19,000,000 (the “Company Termination Fee”). For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%”.

Company Payments. (i) If (A) this Agreement is validly terminated pursuant to Section 8.1(d) or Section 8.1(e), ; (B) at the time of such termination, the Company is not then able to terminate this Agreement pursuant to conditions set forth in Sections 7.1(b) and Section 8.1(b), 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the such termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(e), as applicable, an Acquisition Proposal for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (D) within twelve (12) months one year following the such termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(e), as applicable, either such an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction which is ultimately subsequently consummated, then the Company will concurrently with the consummation of such Acquisition Transaction pay or cause to be paid to Parent (the Company Termination Fee by wire transfer of immediately available funds to an account or as directed accounts designated in writing by Parent) an amount equal to $19,000,000 (the “Company Termination Fee”). For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%”.

Company Payments. (i) If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), ; (B) at the time of such termination, the Company is not then able to terminate this Agreement pursuant to conditions set forth in Section 8.1(b), 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, an Acquisition Proposal for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (D) within twelve (12) months one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either such an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of such an Acquisition Transaction which is ultimately consummatedTransaction, then the Company will concurrently with the consummation of such Acquisition Transaction pay or cause to be paid to Parent (or as directed by Parent) an amount equal to $19,000,000 72,000,000 (the “Company Termination Fee”). For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”.

Company Payments. (i) If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), ; (B) at the time of such termination, the Company is not then able to terminate this Agreement pursuant to Section 8.1(b), and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, an Acquisition Proposal for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (DC) within twelve (12) months one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either such an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of such an Acquisition Transaction which is ultimately consummatedTransaction, then the Company will concurrently with the consummation of such Acquisition Transaction pay or cause to be paid to Parent (or as directed by Parent) an amount equal to $19,000,000 63,540,750 (the “Company Termination Fee”)) in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. For purposes of this Section 8.3(b)(i), all references to “1520%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”.

Company Payments. (i) If (A) this Agreement is validly terminated pursuant to (x) Section 8.1(c) or Section 8.1(d) or Section 8.1(e), (By) at the time of such termination, the Company is not then able to terminate this Agreement by Parent pursuant to Section 8.1(b8.1(e) (each, an “Applicable Termination”), and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (CB) following the execution and delivery of this Agreement and prior to an Applicable Termination, the termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(e), as applicable, Company has received an Acquisition Proposal for or an Acquisition Transaction Proposal has been publicly announced made or publicly disclosed and not withdrawn or otherwise abandoneddisclosed; and (DC) within twelve (12) months following the termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(e)such Applicable Termination, as applicable, either such an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for with respect to an Acquisition Transaction then the Company will, substantially concurrently with the earlier of the execution of the definitive agreement in respect of such Acquisition Transaction and the consummation of such Acquisition Transaction which is ultimately consummatedTransaction, then the Company will concurrently with the consummation of such Acquisition Transaction pay or cause to be paid to Parent (or as directed by Parent) an amount equal to $19,000,000 17,200,000 (the “Company Termination Fee”), in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. For purposes of this Section 8.3(b)(i), all references to “1520%” and “80%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”.

Company Payments. (i) If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e8.1(f), (B) at the time of such termination, the Company is not then able to terminate this Agreement pursuant to Section 8.1(b), and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e8.1(f), as applicable, an Acquisition Proposal for an Acquisition Transaction has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (DC) within twelve (12) months one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) ), or Section 8.1(e8.1(f), as applicable, either such an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of such an Acquisition Transaction which is ultimately consummatedTransaction, then the Company will concurrently with the consummation of such Acquisition Transaction pay or cause to be paid to Parent (or as directed by Parent) an amount equal to $19,000,000 63,540,750 (the “Company Termination Fee”), in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. For purposes of this Section 8.3(b)(i), all references to “1520%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”.