Common use of Company Termination Fee Clause in Contracts

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. (a) If The parties hereto agree that if this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.1(e) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(f), then the Company shallshall pay to Parent prior to or concurrently with such termination, within two (2) Business Days after such termination in the case of clause (i) a termination by the Company, or concurrently with such termination within two Business Days thereafter, in the case of clause (ii)a termination by Parent, pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.. The “

Company Termination Fee. (ai) If In the event that 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(c8.1(d) (Termination for Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation), 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), shall pay Parent a fee equal to fee, in immediately available funds, in the amount of $356,000,000 12,000,000 (the “Company Termination Fee”) less by wire transfer to an account specified by Parent promptly, but in any amount event prior to or concurrently with a termination pursuant to Section 8.1(d) or no later than two (2) Business Days after the date of Parent Expenses previously paid by the Companytermination pursuant to Section 8.1(c).

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent If the Company terminates this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal8.1(h), then the Company shallshall pay or cause to be paid to Parent prior to or substantially concurrently with, within two (2) Business Days after and as a condition to such termination termination, an amount in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee cash equal to $356,000,000 166.4 million (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company).

Company Termination Fee. (a) If this Agreement is terminated (i) by In the event that Parent terminates this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(g), then the Company shall, shall pay to Parent (A) $4,326,000 (the “Termination Fee”) as promptly as possible (but in any event within two three (23) Business Days) following such termination and (B) the Termination Expenses no later than three (3) Business Days after receipt of documentation supporting 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 CompanyExpenses.

Company Termination Fee. (a) 7.3.1 If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) 7.1.5 or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal)7.1.6, then the Company shallwill pay to Parent or its designee (a) prior to or concurrently with, within two (2) Business Days after and as a condition of, such termination termination, in the case of clause a termination by the Company, or (ib) or concurrently with such termination within two Business Days thereafter, in the case of clause (ii)a termination by Parent, pay Parent a fee equal to $356,000,000 (the Company Termination Fee. The “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company” means $5,560,000.

Company Termination Fee. (a) If The parties hereto agree that if this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.1(e) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(f), then the Company shallshall pay to Parent prior to or concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days after such termination thereafter, in the case of clause (i) or concurrently with such a termination in by Parent, the case of clause (ii), pay Parent a fee equal to $356,000,000 (the Company Termination Fee. The “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company” means $20,000,000.

Company Termination Fee. (a) If this Agreement is terminated (i) by If either the Company or Parent terminates this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal8.1(g), then the Company shall, within two three (23) Business Days business days after such termination the Company shall pay or cause to be paid to Parent $55,560,000 in cash. To the case extent a Company Termination Fee becomes payable, any payment previously made pursuant to this Section 8.2(b)(i) shall be credited against such obligation of clause (i) or concurrently with such termination in the case of clause (ii), Company to 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. (ai) If this Agreement is validly 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 Proposal8.1(d)(i), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) prior to or concurrently with such termination in termination, the case of clause Company shall pay (ii), pay or cause to be paid to) Parent a fee equal to in the amount of $356,000,000 5,654,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company).

Company Termination Fee. (a) If this Agreement is terminated (ix) by Parent pursuant to Section 8.4(a7.4(a) (Company Change in Recommendation) or (iiy) by the Company pursuant to Section 8.3(c7.3(c) (Termination for Company Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (ix) or concurrently with such termination in the case of clause (iiy), pay Parent a fee equal to $356,000,000 69,000,000 (the “Company Termination Fee”) less any amount of ). In no event shall the Company be required to pay the Company Termination Fee or the Parent Expenses previously paid by the Companyon more than one occasion.

Company Termination Fee. (ai) If In the event that 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(c8.1(d) (Termination for Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation), 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), shall pay Parent a fee equal to fee, in immediately available funds, in the amount of $356,000,000 5,500,000 (the “Company Termination Fee”) less by wire transfer to an account specified by Parent promptly, but in any amount event prior to or concurrently with a termination pursuant to Section 8.1(d) or no later than two (2) Business Days after the date of Parent Expenses previously paid by the Companytermination pursuant to Section 8.1(c).

Company Termination Fee. (ai) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation10.01(c)(i) or (iiSection 10.01(c)(iii) or by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal10.01(d)(i), then the Company shallshall pay the Company Termination Fee to Parent in immediately available funds, within two (2) Business Days after such termination in the case of clause (i) or concurrently with a termination by Parent, within one Business Day after such termination and, 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 termination by the Company, immediately before and as a condition to such termination, in each case to the account set forth on Schedule 11.04(b).

Company Termination Fee. (a) If Parent terminates 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 Proposal7.1(b)(ii), then the Company shallshall pay to Parent promptly, within but in no event later than two (2) Business Days business days after the date of such termination, a termination fee of $2,500,000 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 cash (the “Company Termination Fee”) less any and shall reimburse Parent for its reasonable out-of-pocket expenses in connection with this Agreement and the Transactions in an amount of Parent Expenses previously paid by not to exceed $500,000 (the Company“Expense Reimbursement Amount”).

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent In the event that the Company terminates this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation7.1(c)(i) or (ii) by the Company Parent terminates this Agreement pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(d)(i), then the Company shallshall pay Parent, within two (2) Business Days after such termination in of the case date of clause (i) or concurrently with such termination in the case of clause (ii)termination, pay Parent a one-time fee equal to $356,000,000 40,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company).

Company Termination Fee. (ai) If (A) this Agreement is validly terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.01(c) or (iiB) this Agreement is validly terminated by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.01(d), then the Company shallshall pay the Company Termination Fee to Parent or its designee, within two (2) Business Days after following the date of such termination described in the case of clause (iA) or prior to or concurrently with such termination by the Company described in the case of clause (iiB), 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. (a) If The parties hereto agree that if this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.1(e) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(f), then the Company shallshall pay to Parent prior to or concurrently with, within two (2) Business Days after and as a condition of, such termination termination, in the case of clause (i) a termination by the Company, or concurrently with such termination within two Business Days thereafter, in the case of clause (ii)a termination by Parent, pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.. The “

Company Termination Fee. (a) If this Agreement is terminated (i) by If Parent terminates this Agreement pursuant to Section 8.4(a8.1(d) (Company Change in Recommendationor pursuant to any other provision of Section 8.1, other than Section 8.1(a) or (ii) Section 8.1(b), at any time after the occurrence of an event contemplated by Section 8.1(d)(i)), the Company pursuant shall pay or cause 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 be paid to Parent a fee equal to of $356,000,000 8,365,000 in cash (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Companywithin two Business Days after such termination.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a7.4(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)termination, pay Parent a fee equal to $356,000,000 50,000,000 plus the Parent Expenses (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

Company Termination Fee. (a) If The parties hereto agree that if this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.1(e) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(f), then the Company shallshall pay to Parent (or its designee) prior to or concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days after such termination thereafter, in the case of clause (i) or concurrently with such a termination in by Parent, 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.. The “

Company Termination Fee. (a) If The parties hereto agree that if this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.1(e) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(f), then the Company shallshall pay to Parent prior to or concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days after such termination thereafter, in the case of clause (i) or concurrently with such a termination in by Parent, 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.. The “

Company Termination Fee. (a) If The parties hereto agree that if this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.1(e) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.1(f), then the Company shallshall pay to Parent (or its designee) prior to or concurrently with such termination, within two (2) Business Days after such termination in the case of clause (i) a termination by the Company, or concurrently with such termination within two Business Days thereafter, in the case of clause (ii)a termination by Parent, pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.. The “

Company Termination Fee. (ai) If The Parties agree that if this Agreement is terminated (i) by Parent pursuant to Section 8.4(a8.1(f) (Company Change in of Recommendation) or (ii) by the Company pursuant to Section 8.3(c8.1(h) (Termination for Superior Proposal), then the Company shallwill pay to Parent prior to or substantially concurrently with such termination, within two (2) Business Days after such termination in the case of clause (i) a termination by the Company, or concurrently with such termination within two Business Days thereafter, in the case of clause (ii)a termination by Parent, 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. (a) If this Agreement is terminated (i) by Parent In the event that the Company terminates this Agreement pursuant to Section 8.4(a) (Company Change in Recommendation7.1(c)(i) or (ii) by the Company Parent terminates this Agreement pursuant to Section 8.3(c) (Termination for Superior Proposal‎Section 7.1(d)(i), then the Company shallshall pay Parent, within two (2) Business Days after such termination in of the case date of clause (i) or concurrently with such termination in the case of clause (ii)termination, pay Parent a one-time fee equal to $356,000,000 40,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company).

Company Termination Fee. (a) If this Agreement is terminated (ix) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (iiy) by the Company pursuant to Section 8.3(c8.3(b) (Termination for Company Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (ix) or concurrently with such termination in the case of clause (iiy), 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. (a) If this Agreement is terminated (ix) by Parent pursuant to Section 8.4(a7.4(a) (Company Change in Recommendation) or (iiy) by the Company pursuant to Section 8.3(c7.3(c) (Termination for Company Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (ix) or concurrently with such termination in the case of clause (iiy), 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. (ai) If In the event that this Agreement is terminated (iA) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation7.01(c)(ii) or (iiB) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal7.01(d)(ii), then the Company shallshall pay, within two (2) Business Days after such termination or cause to be paid, the Company Termination Fee to Parent or its designee by wire transfer of same-day funds, in the case of clause (i) or concurrently with A), within two Business Days after such termination or in the case of clause (iiB), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Companysimultaneously with such termination.

Company Termination Fee. (a) If this Agreement is terminated (i) by Parent pursuant to terminates this Agreement under Section 8.4(a) (Company Change in Recommendation7.1(c)(i) or (ii) by the Company pursuant to terminates this Agreement under Section 8.3(c) (Termination for Superior Proposal7.1(d)(i), then the Company shallshall pay to Parent a fee of $66,000,000 in cash (the “Company Termination Fee”), within by wire transfer of immediately available funds in accordance with the Parent Wiring Instructions, (A) no later than two (2) Business Days after the date of such termination in for a termination contemplated by the case of foregoing clause (i) or and (B) substantially concurrently with such termination in for a termination contemplated by the case of foregoing 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. (a) If The parties hereto agree that 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 Proposal7.1(d), then the Company shallshall pay to Parent prior to or concurrently with such termination, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such a 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., or within two Business Days

Company Termination Fee. (ai) If In the event that 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(c8.1(d) (Termination for Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation), 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), shall pay Parent a fee equal to fee, in immediately available funds, in the amount of $356,000,000 18,750,000 (the “Company Termination Fee”) less by wire transfer to an account specified by Parent promptly, but in any amount event prior to or concurrently with a termination pursuant to Section 8.1(d) or no later than two (2) Business Days after the date of Parent Expenses previously paid by the Companytermination pursuant to Section 8.1(c).