Common use of Company Termination Fee Clause in Contracts

Company Termination Fee. The Company shall pay to Parent a cash amount equal to $1,000,000,000 (the “Company Termination Fee”) in the event that this Agreement is terminated: (i) pursuant to Section 7.1(g), (ii) pursuant to Section 7.1(h) or (iii) pursuant to either Section 7.1(b) (prior to the Company receiving the Company Stockholder Approval) or Section 7.1(d) or Section 7.1(f) and, in the case of this clause (iii), (A) prior to such termination, either an Acquisition Proposal with respect to the Company was publicly disclosed and not publicly withdrawn (or, in the case of Section 7.1(b), an Acquisition Proposal shall otherwise exist and shall not have been withdrawn) and (B) within 12 months of the termination of this Agreement, either an Acquisition Transaction with respect to the Company is consummated or the Company enters into a definitive agreement providing for an Acquisition Transaction. The Company shall pay to Parent the Company Termination Fee by wire transfer of immediately available funds to an account designated by Parent promptly but in no event later than: (x) for a termination described in clause (i), within one (1) Business Day after the date of such termination, (y) for a termination described in clause (ii), prior to or concurrently with such termination or (z) for a termination described in clause (iii), within one (1) Business Day after the earlier of the consummation of such Acquisition Transaction or the entry into such definitive agreement providing for an Acquisition Transaction. For purposes of this Section 7.3(b), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”

Company Termination Fee. The Company shall pay to Parent a cash amount equal to $1,000,000,000 termination fee (the “Company Termination Fee”) of $70,000,000 only if this Agreement is terminated as follows: (i) if Parent shall terminate this Agreement pursuant to Section 8.1(c); (ii) if the Company shall terminate this Agreement pursuant to 8.1(g); (iii) if Parent shall terminate this Agreement pursuant to Section 8.1(d) and (A) the Company’s breach or failure triggering such termination shall have been willful, (B) at the time of termination, an Acquisition Proposal (defined for purposes of this clause (iii) by replacing all the references to 30% in the event definition of Acquisition Proposal with 50%) with respect to the Company shall have been publicly announced (whether by the Company or any other Person) and (C) the Company enters into a binding acquisition agreement with respect to, or consummates, an Acquisition Proposal within 12 months following the date that this Agreement is terminated: ; or (iiv) if either party shall terminate this Agreement pursuant to Section 7.1(g), (ii) pursuant to Section 7.1(h8.1(b) or 8.1(f) and (iiiA) pursuant to either Section 7.1(b) at the time of termination, an Acquisition Proposal (prior to the Company receiving the Company Stockholder Approval) or Section 7.1(d) or Section 7.1(f) and, in the case defined for purposes of this clause (iii), (Aiv) prior by replacing all the references to such termination, either an 30% in the definition of Acquisition Proposal with 50%) with respect to the Company was shall have been publicly disclosed and not publicly withdrawn announced (or, in whether by the case of Section 7.1(bCompany or any other Person), an Acquisition Proposal shall otherwise exist and shall not have been withdrawn) and (B) within 12 months of the termination of this Agreement, either an Acquisition Transaction with respect to the Company is consummated or the Company enters into a definitive binding acquisition agreement providing for with respect to, or consummates, an Acquisition Transaction. The Company shall pay to Parent the Company Termination Fee by wire transfer of immediately available funds to an account designated by Parent promptly but in no event later than: (x) for a termination described in clause (i), Proposal within one (1) Business Day after 12 months following the date of such termination, (y) for a termination described in clause (ii), prior to or concurrently with such termination or (z) for a termination described in clause (iii), within one (1) Business Day after the earlier of the consummation of such Acquisition Transaction or the entry into such definitive agreement providing for an Acquisition Transaction. For purposes of that this Section 7.3(b), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%Agreement is terminated.”

Company Termination Fee. The (i) In the event that the Company terminates this Agreement pursuant to Section 7.1(c)(i) or Parent terminates this Agreement pursuant to ‎Section 7.1(d)(i), then the Company shall pay to Parent Parent, within two (2) Business Days of the date of termination, a cash amount one-time fee equal to $1,000,000,000 40,000,000 (the “Company Termination Fee”). (ii) in In the event that (A) an Alternative Company Transaction Proposal shall have been communicated to or otherwise made known to the Company Stockholders, Senior Management or the Board of Directors of the Company, or any Person or group of Persons shall have publicly announced an intention (whether or not conditional) to make an Alternative Company Transaction Proposal, (B) thereafter this Agreement is terminated: terminated (ix) by the Company or Parent pursuant to ‎Section 7.1(b)(i) (if the Company Stockholder Approvals have not theretofore been obtained) or ‎Section 7.1(b)(iii) or (y) by Parent pursuant to Section 7.1(g), 7.1(d)(ii)(B) and (iiC) pursuant to Section 7.1(h) or (iii) pursuant to either Section 7.1(b) (prior to the Company receiving date that is fifteen (15) months after the Company Stockholder Approval) or Section 7.1(d) or Section 7.1(f) and, in the case date of this clause (iii), (A) prior to such termination, either an Acquisition Proposal with respect to the Company was publicly disclosed and not publicly withdrawn (or, in the case of Section 7.1(b), an Acquisition Proposal shall otherwise exist and shall not have been withdrawn) and (B) within 12 months of the termination of this Agreement, either an Acquisition Transaction with respect to the Company is consummated or the Company enters into a definitive agreement providing for an Company Acquisition Transaction. The Agreement (whether in connection with the Alternative Company shall Transaction Proposal referred to in clause (A) or otherwise), and the transaction contemplated by such Company Acquisition Agreement is later consummated, then the Company shall, on the date such transaction is consummated, pay to Parent a one-time fee equal to the Company Termination Fee by wire transfer of immediately available funds to an account designated by Parent promptly but in no event later than: (x) provided that for a termination described in clause (i), within one (1) Business Day after the date of such termination, (y) for a termination described in clause (ii), prior to or concurrently with such termination or (z) for a termination described in clause (iii), within one (1) Business Day after the earlier of the consummation of such Acquisition Transaction or the entry into such definitive agreement providing for an Acquisition Transaction. For purposes of this Section 7.3(bclause ‎(ii), all references each reference to “1510%” in the definition of “Acquisition Alternative Company Transaction” will and “Company Acquisition Agreement” shall be deemed to be references a reference to “50%.”)

Company Termination Fee. The (i) In the event that the Company terminates this Agreement pursuant to Section 7.1(c)(i) or Parent terminates this Agreement pursuant to Section 7.1(d)(i), then the Company shall pay to Parent Parent, within two (2) Business Days of the date of termination, a cash amount one-time fee equal to $1,000,000,000 40,000,000 (the “Company Termination Fee”). (ii) in In the event that (A) an Alternative Company Transaction Proposal shall have been communicated to or otherwise made known to the Company Stockholders, Senior Management or the Board of Directors of the Company, or any Person or group of Persons shall have publicly announced an intention (whether or not conditional) to make an Alternative Company Transaction Proposal, (B) thereafter this Agreement is terminated: terminated (ix) by the Company or Parent pursuant to Section 7.1(g), 7.1(b)(i) (iiif the Company Stockholder Approvals have not theretofore been obtained) or Section 7.1(b)(iii) or (y) by Parent pursuant to Section 7.1(h7.1(d)(ii)(B) or and (iiiC) pursuant to either Section 7.1(b) (prior to the Company receiving date that is fifteen (15) months after the Company Stockholder Approval) or Section 7.1(d) or Section 7.1(f) and, in the case date of this clause (iii), (A) prior to such termination, either an Acquisition Proposal with respect to the Company was publicly disclosed and not publicly withdrawn (or, in the case of Section 7.1(b), an Acquisition Proposal shall otherwise exist and shall not have been withdrawn) and (B) within 12 months of the termination of this Agreement, either an Acquisition Transaction with respect to the Company is consummated or the Company enters into a definitive agreement providing for an Company Acquisition Transaction. The Agreement (whether in connection with the Alternative Company shall Transaction Proposal referred to in clause (A) or otherwise), and the transaction contemplated by such Company Acquisition Agreement is later consummated, then the Company shall, on the date such transaction is consummated, pay to Parent a one-time fee equal to the Company Termination Fee by wire transfer (provided that for purposes of immediately available funds to an account designated by Parent promptly but in no event later than: (x) for a termination described in clause (i), within one (1) Business Day after the date of such termination, (y) for a termination described in this clause (ii), prior to or concurrently with such termination or (z) for a termination described in clause (iii), within one (1) Business Day after the earlier of the consummation of such Acquisition Transaction or the entry into such definitive agreement providing for an Acquisition Transaction. For purposes of this Section 7.3(b), all references each reference to “1510%” in the definition of “Acquisition Alternative Company Transaction” will and “Company Acquisition Agreement” shall be deemed to be references a reference to “50%.”)