Common use of Company Termination Fee Clause in Contracts

Company Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d) (Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation), then the Company shall pay Parent a fee, in immediately available funds, in the amount of $12,000,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any 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 termination pursuant to Section 8.1(c). (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into (provided that for purposes of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasion.

Company Termination Fee. (i) In If (A) (i) this Agreement is terminated pursuant to Section 7.1(d), (ii) any Person shall have publicly disclosed a bona fide Alternative Proposal on or after the event date hereof but prior to the Company Shareholder Meeting and such Alternative Proposal shall not have been withdrawn at least three Business Days prior to the Company Shareholder Meeting, and (iii) within 12 months after the Termination Date, the Company or any of its Affiliates (x) consummates an Alternative Proposal or (y) enters into a definitive agreement with respect to an Alternative Proposal and ultimately consummates an Alternative Proposal (in each case whether or not the Alternative Proposal was the same Alternative Proposal referred to in clause (ii)), or (B) (i) this Agreement is terminated pursuant to Section 7.1(c), or 7.1(f), (ii) any Person shall have made a bona fide Alternative Proposal on or after the date hereof but prior to the date that this Agreement is terminated pursuant to Section 7.1, and (iii) within 12 months after the Termination Date, the Company or any of its Affiliates (x) consummates an Alternative Proposal or (y) enters into a definitive agreement with respect to an Alternative Proposal and ultimately consummates an Alternative Proposal (in each case whether or not the Alternative Proposal was the same Alternative Proposal referred to in clause (ii)), then the Company will pay the Parent’s designees an aggregate amount equal to the Company Termination Fee, less any Parent Expenses paid by the Company pursuant to Section 8.1(d7.2(c). (ii) If this Agreement is terminated (x) by the Company Superior Proposal) or Parent pursuant to Section 8.1(c7.1(e) or (No Company Recommendationy) by Merger Sub pursuant to Section 7.1(i), then the Company shall will pay Parent a feethe Parent’s designees an aggregate amount equal to the Company Termination Fee. (iii) For the purpose of this Section 7.2(a), all references in the term Alternative Proposal to “20% or more” will be deemed to be references to “more than 50%”. (iv) The Company Termination Fee will be paid in the aggregate to the Parent’s designees by the Company in immediately available funds, funds (x) in the amount case of $12,000,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any event prior to or concurrently with a termination pursuant to Section 8.1(d7.2(a)(i) or no later than 7.2(a)(ii)(y), within two (2) Business Days after the date of the event giving rise to the obligation to make such payment and (y) in the case of Section 7.2(a)(ii)(x), prior to or contemporaneously with such termination of this Agreement (and any purported termination pursuant to Section 8.1(c7.1(e) shall be void and of no force or effect unless the Company shall have made such payment). (iiv) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of As used in this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into (provided that for purposes of the foregoing, the term “Company Acquisition ProposalTermination Fee” shall have the meaning assigned means (A) an amount equal to such term in Section 6.9(dTwelve Million Nine Hundred Thousand Dollars ($12,900,000) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent if the Company Termination Fee by wire transfer becomes payable pursuant to an account specified by Parent prior to the earlier of the execution of a definitive agreement Sections 7.1(e) or 7.1(i) in connection with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated entering into an Alternative Proposal Agreement in compliance with Section 5.3 that reflects a Superior Proposal with an Excluded Party, and (B) an amount equal to pay Parent the Company Termination Fee on more than one occasionNineteen Million Four Hundred Thousand Dollars ($19,400,000) in all other circumstances.

Company Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d) (Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation), then the Company shall pay Parent Purchaser a fee, in immediately available funds, in the amount of $12,000,000 20,000,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any event prior to advance of or concurrently with a termination pursuant to Section 8.1(d) or no later than two (2) Business Days after the date of termination pursuant to Section 8.1(c)such termination. (ii) In the event that that, prior to the Company Shareholder Meeting and after the date hereof, any Person person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay)) without the Company Shareholder Approval having been obtained and such failure to obtain the Company Shareholder Approval is the only condition set forth in Article VII that is unsatisfied, or Section 8.1(b)(iv) (No Company Shareholder Approval); or (b) by Parent Purchaser pursuant to Section 8.1(b)(iii) (Breach) or Section 8.1(c) (No Company Recommendation); and (2) within twelve (12) months after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into into; (provided that for purposes of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d6.8(d) except that the references to “more than 1524.9%” in the definition of a “Company Acquisition Proposal Proposal” in Section 6.8(d) shall be deemed to be references to “at least 50100%”); then the Company shall pay Parent Purchaser the Company Termination Fee by wire transfer to an account specified by Parent prior to immediately following the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent Purchaser the Company Termination Fee on more than one occasion.

Company Termination Fee. (i) In If this Agreement is terminated by Parent pursuant to Section 10.01(c)(i), then the event that Company shall pay an amount equal to $45,000,000 (the “Company Termination Fee”) to Parent by wire transfer of immediately available funds within two Business Days after such termination. (ii) If this Agreement is terminated by the Company pursuant to Section 8.1(d) (Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation10.01(d)(i), then the Company shall pay Parent a fee, in immediately available funds, in the amount of $12,000,000 (the “Company Termination Fee”) Fee to Parent by wire transfer to an account specified by Parent promptly, but in any event prior to or of immediately available funds substantially concurrently with a termination pursuant to Section 8.1(dsuch termination. (iii) or no later than two If (2A) Business Days after the date of termination pursuant to Section 8.1(c). (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of this Agreement, a Company Acquisition Proposal shall have been made to the Company, publicly made directly to the stockholders of the Company generally or otherwise publicly disclosed or made known and, in any such case, such Company Acquisition Proposal is not withdrawn (and publicly withdrawn if made publicly) (x) at least three (3) Business Days prior to the Company Stockholder Meeting in the case of termination pursuant to Section 10.01(b)(iii) or (y) prior to a termination pursuant to either Section 10.01(c)(ii) or Section 10.01(b)(i), (B) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 10.01(b)(iii) or Section 10.01(b)(i) or by Parent pursuant to Section 10.01(c)(ii) and (C) within twelve (12) months after such termination, a Company Acquisition Proposal is consummated or any the Company enters into a definitive agreement with respect to a Company Acquisition Proposal (regardless of when or whether such transaction is consummated), then the Company shall have been entered into (provided that for purposes pay to Parent the Company Termination Fee by wire transfer of immediately available funds on the earlier of the foregoingdate of consummation of, the term “or entry into a definitive agreement with respect to, such Company Acquisition Proposal” shall have the meaning assigned to such term in . For purposes of Section 6.9(d) except that the 11.04(b)(iii), all references to “more than 15%” in the definition of “Company Acquisition Proposal Proposal” shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasion.

Company Termination Fee. (i) In the event that Parent terminates this Agreement is terminated by the Company pursuant to Section 8.1(d) (Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation7.1(g), then the Company shall pay to Parent a fee, in immediately available funds, in the amount of $12,000,000 9,750,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, as promptly as possible (but in any event prior to or concurrently with a termination pursuant to Section 8.1(d) or no later than two within one (21) Business Days after the date of termination pursuant to Section 8.1(c)Day) following such termination. (ii) In the event that the Company terminates this Agreement pursuant to Section 7.1(f), then the Company shall pay to Parent the Termination Fee concurrently with any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and:such termination. (1iii) thereafter In the event that (A) prior to the termination of this Agreement, any Alternative Proposal is proposed or disclosed prior to the Termination Date, and this Agreement is terminated: (a) terminated by either party Parent or the Company pursuant to Section 8.1(b)(ii7.1(b)(i) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) this Agreement is terminated by Parent pursuant to Section 8.1(b)(iii7.1(c) or (BreachB) prior to the Company Shareholders Meeting, an Alternative Proposal is proposed or disclosed and this Agreement is terminated by Parent or the Company pursuant to Section 7.1(e); and , then the Company shall pay to Parent the Expenses no later than three (23) Business Days after receipt following termination of documentation supporting such Expenses. If, concurrently with or within twelve (12) months after any such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into (provided that for purposes of described in the foregoingimmediately preceding sentence, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of enters into a definitive agreement with respect to, or the consummation ofconsummates, such Company Acquisition any Alternative Proposal. In no event shall , then the Company be obligated shall pay to pay Parent the Company Termination Fee on more than as promptly as possible (but in any event within one occasion.(1) Business Day) following the earlier of the entry into such definitive agreement or consummation of such Alternative Proposal; provided that, the amount of any Expenses previously paid to Parent pursuant to this Section 7.3(a)(iii) shall be credited against the payment of such Termination Fee. Any fee due and Expenses to be reimbursed under this Section 7.3(a) shall be paid by wire transfer of same-day funds to an account provided in writing by Parent to the Company

Company Termination Fee. (i) In the event that If Parent terminates this Agreement is terminated by the Company pursuant to Section 8.1(d) (Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation7.1(d)(i), then the Company shall pay to Parent a fee, in immediately available funds, in the amount of $12,000,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any event prior to or concurrently with a termination pursuant to Section 8.1(d) or no later than Fee within two (2) Business Days after the date of termination pursuant to Section 8.1(c)such termination. (ii) In the event that (A) an Acquisition Proposal with respect to the Company shall have been communicated to the Board of Directors of the Company or any Person or group of Persons shall have publicly made a an Acquisition Proposal with respect to the Company (and, in the case of termination pursuant to Section 7.1(g), such Acquisition Proposal, which proposal has Proposal shall not have been publicly announcedwithdrawn at least five Business Days prior to the date of the Company Stockholders Meeting), disclosed or proposed and not withdrawn, and: (1B) thereafter this Agreement is terminated: terminated (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b1) by Parent pursuant to Section 8.1(b)(iii) (Breach7.1(d)(ii); and , (2) within twelve by Parent or the Company pursuant to Section 7.1(c) (12if the Company Required Vote has not theretofore been obtained) or Section 7.1(g) or (3) by Parent pursuant to Section 7.1(f) and (C) before the date that is 12 months after the date of such termination termination, the Company consummates a transaction of this a type set forth in the definition of “Acquisition Proposal” or enters into an Acquisition Agreement, a then the Company shall, on the earlier of the date such Acquisition Proposal shall have been is consummated or any definitive agreement with respect such Acquisition Agreement is entered into, pay to a Parent the Company Acquisition Proposal shall have been entered into Termination Fee (provided that that, for purposes of the foregoingclause (C) above, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references each reference to “more than 15%” in the definition definitions of Company “Acquisition Proposal Proposal” and “Acquisition Agreement” shall be deemed to be references a reference to “at least 50%”); . (iii) If the Company terminates this Agreement pursuant to Section 7.1(i), then the Company shall prior to or substantially concurrently with such termination pay to Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasionFee.

Company Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d) (Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation), then the Company shall pay Parent a fee, in immediately available funds, in the amount of $12,000,000 18,750,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any 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 termination pursuant to Section 8.1(c). (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv8.1(b)(iv)(A) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into (provided that for purposes of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasion.

Company Termination Fee. (i1) In the event that Despite any other provision in this Agreement is terminated relating to the payment of fees and expenses, including the payment of brokerage fees, if a Company Termination Fee Event occurs, the Company shall pay the Company Termination Fee to the Purchaser, in each case in accordance with Section 8.2(3). (2) For the purposes of this Agreement, "Company Termination Fee" means $3,500,000, and "Company Termination Fee Event" means the termination of this Agreement: (a) by the Purchaser, pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation] or Section 7.2(1)(d)(iii) [Breach of Article 5]; (b) by the Company pursuant to Section 8.1(d7.2(1)(c)(ii) (Company [Superior Proposal]; or (c) by the Company or Parent the Purchaser pursuant to Section 8.1(c7.2(1)(b)(i) [Failure of Company Shareholders to Approve] or Section 7.2(1)(d)(i) [Breach of Reps, Warranties or Covenants by the Company] on the basis of a Willful Breach, if; (No Company Recommendation), then the Company shall pay Parent a fee, in immediately available funds, in the amount of $12,000,000 (the “Company Termination Fee”i) by wire transfer to an account specified by Parent promptly, but in any event prior to such termination, an Acquisition Proposal is publicly announced or concurrently with a termination pursuant to Section 8.1(dotherwise publicly disclosed by any Person (other than the Purchaser or any of its affiliates) or no later any Person (other than two (2the Purchaser or any of its affiliates) Business Days after the date of termination pursuant shall have publicly announced an intention to Section 8.1(c).make an Acquisition Proposal; and (ii) In within nine (9) months following the event that any Person shall have made a Company date of such termination, (A) an Acquisition Proposal, which proposal has been publicly announced, disclosed Proposal (whether or proposed and not withdrawn, and: such Acquisition Proposal is the same Acquisition Proposal referred to in clause (1i) thereafter this Agreement above) is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay)consummated, or Section 8.1(b)(iv(B) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect of an Acquisition Proposal (No Shareholder Approval); or whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (bi) by Parent pursuant to Section 8.1(b)(iiiabove) and such Acquisition Proposal is later consummated (Breach); and whether or not within nine (2) within twelve (129) months after such termination termination), in which case the Company Termination Fee shall be payable on or prior to consummation of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect the application transaction referred to a Company Acquisition Proposal shall have been entered into (provided that for therein. For purposes of the foregoing, the term “Company "Acquisition Proposal” " shall have the meaning assigned to such term in Section 6.9(d) 1.1, except that the references to “more than 15%” in the definition of Company Acquisition Proposal "20% or more" shall be deemed to be references to “at least "50%”); then % or more". (3) The Company Termination Fee shall be paid by the Company shall pay Parent to the Purchaser by wire transfer of immediately available funds to an account designated by the Purchaser as follows: (a) if a Company Termination Fee Event occurs due to a termination of this Agreement described in Section 8.2(2)(a), within two (2) Business Days of the occurrence of such Company Termination Fee Event; and (b) if a Company Termination Fee Event occurs due to a termination of this Agreement described in Section 8.2(2)(b), concurrently with such termination. (4) The Company acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Purchaser would not enter into this Agreement, and that the amounts set out in this Section 8.2 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Purchaser will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. The Company irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. (5) The Purchaser agrees that the payment of the Company Termination Fee by wire transfer pursuant to an account specified by Parent prior this Section 8.2 is the sole monetary remedy as a result of the occurrence of any of the events referred to in this Section 8.2. Subject to the earlier immediately preceding sentence, nothing in this Agreement shall preclude the Purchaser from seeking and being awarded damages in respect of losses incurred or suffered by the Purchaser as a result of any breach of this Agreement by the Company, seeking and obtaining injunctive relief to restrain any breach or threatened breach of the execution of a definitive agreement with respect tocovenants or agreements set forth in this Agreement or the Confidentiality Agreement or otherwise, or seeking and being awarded specific performance of any of such covenants or agreements, without the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasionnecessity of posting a bond or security in connection therewith.

Company Termination Fee. In the event that: (i) In the event that Company terminates this Agreement pursuant to Section 7.1(c)(i), other than any such termination prior to or at the Keep-Shop Expiration Time (as such Keep-Shop Expiration Time may be extended in accordance with Section 7.3(b)) to enter into a Company Acquisition Agreement with an Excluded Party; (ii) prior to the Company Stockholders’ Meeting, or at any adjournment or postponement thereof, in any case, at which a final vote with respect to the Company Stockholder Approval was taken, Parent terminates this Agreement pursuant to Section 7.1(d)(ii); or (iii) (A) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(d) (Company Superior Proposal7.1(b)(i) or Parent pursuant to Section 8.1(c) (No Company Recommendation7.1(b)(iii), then (B) before the Company shall pay Parent a fee, in immediately available fundsdate of such termination (or, in the amount case of $12,000,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any event prior to or concurrently with a termination pursuant to Section 8.1(d7.1(b)(iii), prior to the Company Stockholders’ Meeting, or any adjournment or postponement thereof, in either case, at which a final vote with respect to the Company Stockholder Approval was taken), an Alternative Transaction Proposal has been made to the Company, the Board of Directors of the Company or the Company Special Committee, or is publicly announced or otherwise becomes publicly known, and (C) or no later than two (2) Business Days within twelve months after the date of termination pursuant to Section 8.1(c). (ii) In termination, the event that any Person shall have made Company consummates an Alternative Transaction or enters into a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into an Alternative Transaction (and such Alternative Transaction is subsequently consummated, whether or not such consummation occurs during such twelve-month period) (provided that for purposes of the foregoingthis Section 7.3(a)(iii), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the all references to “more than 1520%” in the definition of Company Acquisition Proposal Alternative Transaction shall be deemed to be references to “at least 50%”); then then, in any case, the Company shall pay Parent the Company Termination Fee such Person as is designated by Parent, by wire transfer of immediately available funds, a one-time fee equal to an account specified by Parent $17,500,000 (the “Company Termination Fee”), (x) at or prior to the earlier termination of this Agreement in the execution case of a definitive agreement with respect totermination pursuant to Section 7.1(c)(i), (y) as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 7.1(d)(ii) or (z) if payable pursuant to Section 7.3(a)(iii), as promptly as practicable (and, in any event, within two Business Days) after the consummation of, such Company Acquisition Proposal. In no date on which the last applicable event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasionreferenced therein occurs.

Company Termination Fee. The Company shall pay to Parent a termination fee (ithe "Company Termination Fee") In of $1,750,000 in immediately available funds in the event that this Agreement is terminated by solely as follows: (i) if the Company shall terminate pursuant to Section 8.1(e), (ii) if Parent shall terminate pursuant to Section 8.1(d); (iii) (Company Superior Proposal) or if Parent shall terminate pursuant to Section 8.1(c8.1(f) (No Company Recommendationas a result of the Company's breach of Section 6.2(a), then the Company (iv) if (A) either party shall pay Parent a fee, in immediately available funds, in the amount of $12,000,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any event prior to or concurrently with a termination terminate this Agreement pursuant to Section 8.1(d8.1(h)(i) or no later than two (2) Business Days and, at any time after the date of termination pursuant to Section 8.1(c). (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay)and before the vote on this Agreement at the Company Stockholders' Meeting, or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of this Agreement, a Company an Acquisition Proposal with respect to the Company shall have been publicly announced and not bona fide withdrawn and (B) a Competing Transaction with respect to the Company is consummated or any the Company enters into a definitive agreement with respect to a Company Competing Transaction, in either case, within twelve months following the termination of this Agreement; or (v) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b) and, at any time after the date of this Agreement and before the Termination Date, an Acquisition Proposal with respect to the Company shall have been entered into publicly announced and not bona fide withdrawn, (provided that for purposes B) following the existence of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed and prior to be references to “at least 50%”); then any such termination, the Company shall pay Parent have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the Termination Date, and (C) a Competing Transaction with respect to the Company Termination Fee by wire transfer to an account specified by Parent prior to is consummated or the earlier of the execution of Company enters into a definitive agreement with respect toto a Competing Transaction, or in either case, within twelve months following the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasiontermination of this Agreement.

Company Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d) (Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation), then the The Company shall pay to Parent a fee equal to $9,540,000 (such fee, in immediately available funds, in the amount of $12,000,000 (the “Company Termination Fee”) by wire transfer if: (i) (A) the Company terminates this Agreement pursuant to an account specified by Section 7.1(h) or (B) Parent promptly, but terminates this Agreement pursuant to Section 7.1(g); or (ii) (A)(1) in any event prior to or concurrently with the case of a termination pursuant to Section 8.1(d7.1(b) or no later than two Section 7.1(e), an Acquisition Proposal (whether or not conditional) shall have been publicly made, proposed or communicated prior to the termination of this Agreement or the Company Board has otherwise received a bona fide written Acquisition Proposal, and, in each case, such Acquisition Proposal has not been withdrawn prior to such termination, or (2) Business Days in the case of a termination pursuant to Section 7.1(d), an Acquisition Proposal (whether or not conditional) shall have been publicly made, proposed or communicated prior to the Company Shareholder Meeting and shall not have been publicly withdrawn prior to the Company Shareholder Meeting, and (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(d) or Section 7.1(b) or by Parent pursuant to Section 7.1(e), and (C) before the date that is 12 months after the date of termination pursuant to Section 8.1(c). (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of this Agreement, a the Company enters into an Alternative Acquisition Agreement that is later consummated or an Acquisition Proposal shall have been is consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into within 12 months after the date of termination of this Agreement (provided that that, for purposes of the foregoingthis clause (C), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to more than “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasion.

Company Termination Fee. The Company shall pay to Parent a termination fee (ithe "Company Termination Fee") In of $1,750,000 in immediately available funds in the event that this Agreement is terminated by solely as follows: (i) if the Company shall terminate pursuant to Section 8.1(e), (ii) if Parent shall terminate pursuant to Section 8.1(d); (iii) (Company Superior Proposal) or if Parent shall terminate pursuant to Section 8.1(c8.1(f) (No Company Recommendationas a result of the Company's breach of Section 6.2(a), then the Company (iv) if (A) either party shall pay Parent a fee, in immediately available funds, in the amount of $12,000,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any event prior to or concurrently with a termination terminate this Agreement pursuant to Section 8.1(d8.1(h)(i) or no later than two (2) Business Days and, at any time after the date of termination pursuant to Section 8.1(c). (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay)and before the vote on this Agreement at the Company Stockholders' Meeting, or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of this Agreement, a Company an Acquisition Proposal with respect to the Company shall have been publicly announced and not bona fide withdrawn and (B) a Competing Transaction with respect to the Company is consummated or any the Company enters into a definitive agreement with respect to a Company Competing Transaction, in either case, within twelve months following the termination of this Agreement; or (v) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b) and, at any time after the date of this Agreement and before the Termination Date, an Acquisition Proposal with respect to the Company shall have been entered into publicly announced and not bona fide withdrawn, (provided that for purposes B) following the existence of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed and prior to be references to “at least 50%”); then any such termination, the Company shall pay Parent have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the Termination Date, and (C) a Competing Transaction with respect to the Company Termination Fee by wire transfer to an account specified by Parent prior to is consummated or the earlier of the execution of Company enters into a definitive agreement with respect toto a Competing Transaction, or in either case, within twelve months following the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasiontermination of this Agreement.

Company Termination Fee. In addition to any payment required by Section 8.2(b), the Company shall pay to Parent a termination fee of $44,400,000 in immediately available funds in the event that this Agreement is terminated (i) In by Parent pursuant to Section 8.1(e), (ii) by the Company pursuant to Section 8.1(d) if at such time Parent was entitled to terminate pursuant to Section 8.1(e), (iii) by Company pursuant to Section 8.1(h) or (iv) (A) in the event that this Agreement is terminated by the Company either party pursuant to Section 8.1(d) (other than by the Company Superior Proposal) or if at such time Parent was entitled to terminate pursuant to Section 8.1(c) (No Company Recommendation8.1(e)), then (B) at any time after the date of this Agreement and before the vote on this Agreement of the Company Stockholders Meeting, an Acquisition Proposal with respect to the Company shall pay Parent have been publicly announced, and (C) the Company enters into a feedefinitive agreement with respect to an Acquisition Proposal, or an Acquisition Proposal is consummated, within twelve (12) months following the termination of this Agreement. For purposes of the directly preceding sentence, references (x) to "10%" in immediately available funds, clauses (i) and (iii) of the definition of "Acquisition Proposal" shall be deemed to be a reference to "50% and (y) to "Company Subsidiaries" in such definition shall be deemed to be a reference to "Company Subsidiaries" that constitute a "significant subsidiary" (as defined in Rule 1.-02(w) of Regulation S-X). Payment of any amount described in Section 8.2(b) and this Section shall not be in lieu of damages incurred in the amount event of $12,000,000 (the “Company Termination Fee”) by wire transfer willful breach of this Agreement. Any payment required to an account specified by Parent promptly, but in any event prior to or concurrently with a termination be made pursuant to Section 8.1(d8.2(c)(i), 8.2(c)(ii) or 8.2(c)(iii) shall be made no later than two (2) Business Days after the date of termination termination. Any payment required to be made pursuant to Section 8.1(c). (ii8.2(c)(iv) In the event that any Person shall have be made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and no later than two (2) within twelve (12) months Business Days after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered the entering into (provided that for purposes of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company an Acquisition Proposal. In no event All payments under this Section 8.2 shall be made by wire transfer of immediately available funds to an account designated by Parent. The Company acknowledges that the agreements contained in this Section 8.2 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 be obligated fails promptly to pay any amount due to the other party pursuant to this Section 8.2 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company Termination Fee for all or any portion of the amounts set forth in this Section 8.2, the Company shall pay to Parent its costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such suit, together with interest on more than one occasionthe aggregate amount of the fees and expenses at a rate equal to the prime rate reported in The Wall Street Journal on the date such payment was required to be made plus 2%.

Company Termination Fee. (i) In the event that this Agreement is terminated terminated: (i) by (x) Parent or the Company pursuant to Section 8.1(d) (Company Superior Proposal8.3(a) or (y) Parent pursuant to Section 8.1(c8.5(d) and in connection with either clause (No Company Recommendation), then the Company shall pay Parent a fee, in immediately available funds, in the amount of $12,000,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any event prior to or concurrently with a termination pursuant to Section 8.1(dx) or no later than two (2y): (A) Business Days an Acquisition Proposal shall have been publicly disclosed after the date of termination pursuant to Section 8.1(c). (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed hereof and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant clearly withdrawn in good faith prior to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach)the Termination Date; and (2B) within twelve (12) 12 months after such termination of this Agreement, a the Company Acquisition Proposal shall have been consummated or any of its Subsidiaries enters into a definitive agreement with respect to a Company any Acquisition Proposal shall have been entered into or consummates a transaction contemplated by any Acquisition Proposal (provided that for purposes of the foregoingthis clause (B), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 1520%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”) (any such agreement or consummation, an “Acquisition Event”); , then the Company shall pay to Parent the Company Termination Fee within two business days of consummation of such Acquisition Event; (ii) by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated pursuant to Section 8.4(b), then the Company shall pay to Parent the Company Termination Fee on more prior to or concurrently with such termination; or (iii) by Parent pursuant to Section 8.5 (other than one occasionSection 8.5(d) and Section 8.5(e)), then the Company shall pay to Parent the Company Termination Fee within two business days of such termination.