Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.
Company Termination Fee. (i) If this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent in consideration of Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $10,000,000 in cash (the “Company Termination Fee”), less any amounts required to be withheld or deducted on account of Taxes.
Company Termination Fee. In the event that:
Company Termination Fee. (a) If this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii) or by Parent pursuant to Section 8.1(d)(i), then the Company shall pay to Parent (or as directed by Parent), by wire transfer of same day funds, $23,450,000 (the “Company Termination Fee”) prior to or concurrently with such termination. If this Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(ii) or by Parent pursuant to Section 8.1(d)(ii), then, in the event that, (i) prior to the occurrence of the action or event that gave rise to the Company’s or Parent’s right to terminate pursuant to Section 8.1(b)(i), Section 8.1(b)(ii) or Section 8.1(d)(ii), as applicable, any Third Party shall have publicly made, proposed, communicated or disclosed an intention to make a Takeover Proposal, which Takeover Proposal was not retracted or rescinded prior to the occurrence of the action or event that gave rise to the Company’s or Parent’s right to terminate pursuant to Section 8.1(b)(i), Section 8.1(b)(ii) or Section 8.1(d)(ii), as applicable and (ii) within twelve (12) months of the termination of this Agreement, the Company enters into a definitive agreement with respect to a Takeover Proposal or any Takeover Proposal is consummated (whether or not the applicable Takeover Proposal is the same as the original Takeover Proposal publically made, proposed, communicated or disclosed), then the Company shall pay, or cause to be paid, to Parent, on the earlier of the date the Company enters into a Takeover Proposal Agreement or the date a Takeover Proposal is consummated, by wire transfer of same day funds, the Company Termination Fee. For purposes of this Section 8.4(a), each reference in the definition of Takeover Proposal to “fifteen percent (15%)” will be deemed to be references to “fifty percent (50%).”
Company Termination Fee. If, but only if, this Agreement is validly terminated:
Company Termination Fee. (i) If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination in the case of clause (A) above, within three Business Days after such termination in the case of clause (B) above, or within three Business Days after the consummation of such Company Qualifying Transaction in the case of clause (C) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.
Company Termination Fee. (i) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(i), or in the event that this Agreement is terminated by the Company pursuant to Section 9.1(d)(ii), then, in each case, the Company shall pay to Parent, by wire transfer of immediately available funds, a fee in the amount of $135,500,000 (the “Company Termination Fee”) at or prior to the termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(ii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 9.1(c)(i).
Company Termination Fee. The Company shall pay to Parent a termination fee (the “Company Termination Fee”) of $70,000,000 only if this Agreement is terminated as follows:
Company Termination Fee. Parent shall be entitled to payment of the Company Termination Fee if and when payable pursuant to Section 7.4(a).
Company Termination Fee. (1) If this Agreement is terminated pursuant to Section 7.1(d)(i), the Company shall promptly, but in no event later than five business days after the termination of this Agreement, pay Purchaser a fee in immediately available funds of $500,000 (the “Company Breach Termination Fee”). Any Company Expense Reimbursement paid by the Company to the Purchaser shall be creditable against the Company Breach Termination Fee.
