Common use of Company Termination Fees Clause in Contracts

Company Termination Fees. (a) If (i) Parent or the Company terminates this Agreement pursuant to Section 7.1(b) (and at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Company Stockholder Approval have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date) or Section 7.1(d), (ii) a Company Takeover Proposal shall have been publicly announced or publicly disclosed after the date of this Agreement and prior to the End Date (in the case of a termination pursuant to Section 7.1(b)) or the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)), and was not definitively withdrawn at least ten Business Days prior to the End Date (in the case of a termination pursuant to Section 7.1(b)) or at least five Business Days before the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) and (iii) at any time on or prior to the 12-month anniversary of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, a transaction included within the definition of a Company Takeover Proposal with any Person (a “Company Takeover Transaction”), the Company shall pay Parent the Company Termination Fee, by wire transfer (to an account designated by Parent) in immediately available funds, upon the earlier of entering into such definitive agreement with respect to any Company Takeover Transaction or the consummation of any Company Takeover Transaction; provided that for the purposes of clause (iii) only, all references in the definition of Company Takeover Proposal to 25% shall instead be references to “50%.” (b) If Parent terminates this Agreement pursuant to Section 7.1(h), the Company shall pay Parent the Company Termination Fee, by wire transfer (to an account designated by Parent) in immediately available funds, within three Business Days after such termination. (c) If this Agreement is terminated by the Company pursuant to Section 7.1(g), the Company shall cause to be paid to Parent the Company Termination Fee immediately prior to or concurrently with, and as a condition to the effectiveness of, such termination.

Company Termination Fees. (ai) If (iA) Parent Acquiror terminates this Agreement pursuant to Section 6.1(h), (B) Acquiror or the Company terminates this Agreement pursuant to Section 7.1(b6.1(i) (and at the End Date all as a result of the conditions to the Company’s obligations Board of Directors having approved or recommended a Superior Proposal or Company having entered into a definitive agreement with respect to close other than receipt of a Superior Proposal, (C) Acquiror or Company terminates this Agreement pursuant to Section 6.1(c) without the Company Stockholder Approval have been satisfiedMeeting having occurred, (D) Acquiror terminates this Agreement pursuant to Section 6.1(d) or are capable of satisfaction had the Closing occurred on the End Date(E) Acquiror or Company terminates this Agreement pursuant to Section 6.1(e) or Section 7.1(d6.1(f) and in the case of any such termination pursuant to Section 6.1(c), Section 6.1(d), or Section 6.1(e) or Section 6.1(f) (ii1) a Company Takeover Proposal shall have been publicly announced or publicly disclosed at any time after the date of this Agreement and prior to such termination a Takeover Proposal shall have been publicly announced or otherwise publicly communicated to the End Date (in the case senior management, Board of a termination pursuant Directors or shareholders of Company that is not publicly withdrawn without qualification prior to Section 7.1(b)) or the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)), and was not definitively withdrawn at least ten Business Days before termination and (2) prior to the End Date (in date that is 12 months after the case of a termination pursuant to Section 7.1(b)) or at least five Business Days before the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) and (iii) at any time on or prior to the 12-month anniversary effective date of such termination, the Company shall consummate a Takeover Proposal or any of its Subsidiaries enters enter into a definitive agreement with respect to, or consummates, to a transaction included within the definition of a Company Takeover Proposal during such period that is thereafter consummated, then Company shall (X) reimburse Acquiror and its Subsidiaries for all reasonable out-of-pocket expenses incurred by Acquiror or any of its Subsidiaries in connection with the negotiation, preparation, execution and performance of this Agreement and related documentation, including printing fees, filing fees and fees and expenses of its legal, accounting and financial advisors, petroleum engineers and consultants and all fees and expenses payable to any Person financing sources related to this Agreement, the transactions contemplated hereby and any related financing in an amount not to exceed $10,000,000 (a collectively, “Company Takeover TransactionAcquiror’s Costs”), and (Y) pay to Acquiror a termination fee equal to $130,000,000 (in the case of termination under Section 6.1(e), less the amounts that Company previously paid to Acquiror pursuant to Section 6.2(b)(ii)). Company shall pay Parent satisfy its obligations under the Company Termination Fee, preceding sentence by the wire transfer (of immediately available funds to an account designated by Parentthat Acquiror designates (I) in immediately available fundsthe case of termination pursuant to subclause (A) or (B)above, upon not later than the earlier date of entering into such termination and (II) in the case of subclause (C), (D) or (E) above, not later than the date on which Company executes and delivers a definitive agreement with respect to any Company (or, if earlier, consummates) a Takeover Transaction or the consummation of any Company Takeover Transaction; provided that for the purposes of clause (iii) only, all references in the definition of Company Takeover Proposal to 25% shall instead be references to “50%Proposal.” (bii) If Parent Acquiror or Company terminates this Agreement pursuant to Section 7.1(h6.1(e), then Company shall reimburse Acquiror and its Subsidiaries for all Acquiror’s Costs. (iii) If (A) Acquiror or Company terminates this Agreement pursuant to Section 6.1(c) without the Company Meeting having occurred and circumstances exist such that the condition set forth in Section 5.2(c) would not have been satisfied at the time of such termination or (B) Acquiror terminates this Agreement pursuant to Section 6.1(d) and, in each of the cases described in subclauses (A) and (B), the provisions of Section 6.2(b)(i) do not apply to any such termination, then Company shall pay Parent reimburse Acquiror and its Subsidiaries for all of Acquiror’s Costs. Company shall satisfy its obligation under the Company Termination Fee, preceding sentence by the wire transfer (of immediately available funds to an account designated by Parent) in that Acquiror designates not later than the date of such termination (or, if later, on the Business Day immediately available funds, within three Business Days after such terminationfollowing the date on which Acquiror provides written notice of the amount of Acquiror’s Costs to Company). (c) If this Agreement is terminated by the Company pursuant to Section 7.1(g), the Company shall cause to be paid to Parent the Company Termination Fee immediately prior to or concurrently with, and as a condition to the effectiveness of, such termination.

Company Termination Fees. (a) If (i) Parent or In the Company terminates event that (A) this Agreement is validly terminated pursuant to Section 7.1(b) (and at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Company Stockholder Approval have been satisfied, or are capable of satisfaction had the Closing occurred on the End DateSections 8.1(c) or Section 7.1(d8.1(h)(i), (iiB) a Company Takeover Proposal shall have been publicly announced or publicly disclosed after following the date execution of this Agreement and prior to the End Date time at which a vote is taken on the adoption of this Agreement at the Company Stockholders Meeting (in or an adjournment or postponement thereof) an offer or proposal for a Competing Acquisition Transaction that was not publicly announced or known prior to the case execution of a this Agreement is publicly announced or shall become publicly known and not withdrawn, and (C) within nine (9) months following the termination of this Agreement pursuant to Section 7.1(bSections 8.1(c) or 8.1(h)(i)) , a Competing Acquisition Transaction is consummated or the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)), and was not definitively withdrawn at least ten Business Days prior to the End Date (in the case of a termination pursuant to Section 7.1(b)) or at least five Business Days before the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) and (iii) at any time on or prior to the 12-month anniversary of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect toContract to consummate such Competing Acquisition Transaction and a Competing Acquisition Transaction is subsequently consummated, or consummates, a transaction included then within the definition one Business Day after consummation of a Company Takeover Proposal with any Person (a “Company Takeover such Competing Acquisition Transaction”), the Company shall pay to Parent (or its designee) a fee equal to $25,500,000 (the “Company Termination Fee”), by wire transfer (of immediately available funds to an account or accounts designated in writing by Parent. (ii) in In the event that this Agreement is validly terminated pursuant to Section 8.1(g), then as a condition to such termination of this Agreement, the Company shall tender to Parent (and pay to Parent if Parent agrees to accept such payment) the Company Termination Fee by wire transfer of immediately available funds, upon the earlier of entering into such definitive agreement with respect funds to any Company Takeover Transaction an account or the consummation of any Company Takeover Transaction; provided that for the purposes of clause accounts designated in writing by Parent. (iii) onlyIn the event that this Agreement is validly terminated pursuant to Section 8.1(i) (or after a Triggering Event occurs and prior to receipt of the Requisite Stockholder Approval, all references in the definition of Company Takeover Proposal this Agreement thereby becomes terminable pursuant to 25% shall instead be references to “50%.” (bSection 8.1(i) If as a result, Parent terminates this Agreement pursuant to Section 7.1(hfor another reason), then within one (1) Business Day after demand by Parent, the Company shall pay Parent the Company Termination Fee, by wire transfer (to an account designated by Parent) in immediately available funds, within three Business Days after such termination. (c) If this Agreement is terminated by the Company pursuant to Section 7.1(g), the Company shall cause to be paid to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent (it being understood and hereby agreed that the failure to terminate this Agreement pursuant to Section 8.1(i) promptly following a Triggering Event shall not prejudice or otherwise limit or impair such party’s ability to terminate this Agreement pursuant to Section 8.1(i) at any subsequent point in time prior to receipt of the Requisite Stockholder Approval and collect the fee contemplated by this Section 8.4(a)(iii)). (iv) The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion, whether or concurrently with, not the Company Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and as a condition to the effectiveness of, such terminationoccurrence of different events.

Company Termination Fees. (a) If (i) Parent or In the Company terminates event that (A) this Agreement is validly terminated pursuant to Section 7.1(b) (and at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Company Stockholder Approval have been satisfied, or are capable of satisfaction had the Closing occurred on the End DateSections 8.1(c) or Section 7.1(d8.1(h)(i), (iiB) a Company Takeover Proposal shall have been publicly announced or publicly disclosed after following the date execution of this Agreement and prior to the End Date time at which a vote is taken on the adoption of this Agreement at the Company Stockholders Meeting (in or an adjournment or postponement thereof) an offer or proposal for a Competing Acquisition Transaction that was not publicly announced or known prior to the case execution of a this Agreement is publicly announced or shall become publicly known and not withdrawn, and (C) within nine (9) months following the termination of this Agreement pursuant to Section 7.1(bSections 8.1(c) or 8.1(h)(i)) , a Competing Acquisition Transaction is consummated or the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)), and was not definitively withdrawn at least ten Business Days prior to the End Date (in the case of a termination pursuant to Section 7.1(b)) or at least five Business Days before the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) and (iii) at any time on or prior to the 12-month anniversary of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect toContract to consummate such Competing Acquisition Transaction and a Competing Acquisition Transaction is subsequently consummated, or consummates, a transaction included then within the definition one Business Day after consummation of a Company Takeover Proposal with any Person (a “Company Takeover such Competing Acquisition Transaction”), the Company shall pay to Parent (or its designee) a fee equal to $25,500,000 (the “Company Termination Fee”), by wire transfer (of immediately available funds to an account or accounts designated in writing by Parent. (ii) in In the event that this Agreement is validly terminated pursuant to Section 8.1(g), then as a condition to such termination of this Agreement, the Company shall tender to Parent (and pay to Parent if Parent agrees to accept such payment) the Company Termination Fee by wire transfer of immediately available funds, upon the earlier of entering into such definitive agreement with respect funds to any Company Takeover Transaction an account or the consummation of any Company Takeover Transaction; provided that for the purposes of clause accounts designated in writing by Parent. (iii) onlyIn the event that this Agreement is validly terminated pursuant to Section 8.1(i) (or after a Triggering Event occurs and prior to receipt of the Requisite Stockholder Approval, all references in the definition of Company Takeover Proposal this Agreement thereby becomes terminable pursuant to 25% shall instead be references to “50%.” (bSection 8.1(i) If as a result, Parent terminates this Agreement pursuant to Section 7.1(hfor another reason), then within one (1) Business Day after demand by Parent, the Company shall pay Parent the Company Termination Fee, by wire transfer (to an account designated by Parent) in immediately available funds, within three Business Days after such termination. (c) If this Agreement is terminated by the Company pursuant to Section 7.1(g), the Company shall cause to be paid to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent (it being understood and hereby agreed that the failure to terminate this Agreement pursuant to Section 8.1(i) promptly following a Triggering Event shall not prejudice or otherwise limit or impair such party’s ability to terminate this Agreement pursuant to Section 8.1(i) at any subsequent point in time prior to receipt of the Requisite Stockholder Approval and collect the fee contemplated by this Section 8.4(a)(iii))). (iv) The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion, whether or concurrently with, not the Company Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and as a condition to the effectiveness of, such terminationoccurrence of different events.

Company Termination Fees. (a) If (i) Parent or In the Company terminates event that (A) this Agreement is terminated pursuant to Section 7.1(b) (and at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Company Stockholder Approval have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date) or Section 7.1(d8.1(c), (iiB) a Company Takeover Proposal shall have been publicly announced or publicly disclosed after following the date execution of this Agreement and prior to the End Date time at which a vote is taken on the adoption of this Agreement at the Company Stockholders Meeting (in or an adjournment or postponement thereof) an offer or proposal for a Competing Acquisition Transaction that was not publicly announced or known prior to the case execution of a this Agreement is publicly announced or shall become publicly known and not withdrawn, and (C) within one (1) year following the termination of this Agreement pursuant to Section 7.1(b8.1(c)) , the foregoing Competing Acquisition Transaction is consummated or the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)), and was not definitively withdrawn at least ten Business Days prior to the End Date (in the case of a termination pursuant to Section 7.1(b)) or at least five Business Days before the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) and (iii) at any time on or prior to the 12-month anniversary of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect toContract to consummate such Competing Acquisition Transaction and such Competing Acquisition Transaction is subsequently consummated, or consummates, a transaction included then within the definition one Business Day after consummation of a Company Takeover Proposal with any Person (a “Company Takeover such Competing Acquisition Transaction”), the Company shall pay Parent to Newco (or its designee) a fee equal of One Hundred Twenty-Six Million Dollars ($126,000,000) (the “Company Termination Fee”), less the amount of Newco Expenses previously paid to Newco pursuant to Section 8.4(d), by wire transfer (of immediately available funds to an account or accounts designated in writing by ParentNewco. (ii) in In the event that this Agreement is terminated pursuant to Section 8.1(g), then as a condition to such termination of this Agreement, the Company shall tender to Newco (and pay to Newco if Newco agrees to accept such payment) the Company Termination Fee by wire transfer of immediately available funds, upon the earlier of entering into such definitive agreement with respect funds to any Company Takeover Transaction an account or the consummation of any Company Takeover Transaction; provided that for the purposes of clause accounts designated in writing by Newco. (iii) only, all references in In the definition of Company Takeover Proposal to 25% shall instead be references to “50%.” (b) If Parent terminates event that this Agreement is terminated pursuant to Section 7.1(h8.1(i), then within one (1) Business Day after demand by Newco, the Company shall pay Parent the Company Termination Fee, by wire transfer (to an account designated by Parent) in immediately available funds, within three Business Days after such termination. (c) If this Agreement is terminated by the Company pursuant to Section 7.1(g), the Company shall cause to be paid to Parent Newco the Company Termination Fee by wire transfer of immediately prior available funds to an account or concurrently withaccounts designated in writing by Newco. (iv) The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion, whether nor not the Company Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and as a condition to the effectiveness of, such terminationoccurrence of different events.

Company Termination Fees. (ai) If (iA) Parent Acquiror terminates this Agreement pursuant to Section 6.1(h), (B) Acquiror or the Company terminates this Agreement pursuant to Section 7.1(b6.1(i) (and at the End Date all as a result of the conditions to the Company’s obligations Board of Directors having approved or recommended a Superior Proposal or Company having entered into a definitive agreement with respect to close other than receipt of a Superior Proposal, (C) Acquiror or Company terminates this Agreement pursuant to Section 6.1(c) without the Company Stockholder Approval have been satisfiedMeeting having occurred, (D) Acquiror terminates this Agreement pursuant to Section 6.1(d) or are capable of satisfaction had the Closing occurred on the End Date(E) Acquiror or Company terminates this Agreement pursuant to Section 6.1(e) or Section 7.1(d6.1(f) and in the case of any such termination pursuant to Section 6.1(c), Section 6.1(d), or Section 6.1(e) or Section 6.1(f) (ii1) a Company Takeover Proposal shall have been publicly announced or publicly disclosed at any time after the date of this Agreement and prior to such termination a Takeover Proposal shall have been publicly announced or otherwise publicly communicated to the End Date (in the case senior management, Board of a termination pursuant Directors or shareholders of Company that is not publicly withdrawn without qualification prior to Section 7.1(b)) or the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)), and was not definitively withdrawn at least ten Business Days before termination and (2) prior to the End Date (in date that is 12 months after the case of a termination pursuant to Section 7.1(b)) or at least five Business Days before the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) and (iii) at any time on or prior to the 12-month anniversary effective date of such termination, the Company shall consummate a Takeover Proposal or any of its Subsidiaries enters enter into a definitive agreement with respect to, or consummates, to a transaction included within the definition of a Company Takeover Proposal during such period that is thereafter consummated, then Company shall (X) reimburse Acquiror and its Subsidiaries for all reasonable out-of-pocket expenses incurred by Acquiror or any of its Subsidiaries in connection with the negotiation, preparation, execution and performance of this Agreement and related documentation, including printing fees, filing fees and fees and expenses of its legal, accounting and financial advisors, petroleum engineers and consultants and all fees and expenses payable to any Person financing sources related to this Agreement, the transactions contemplated hereby and any related financing in an amount not to exceed $10,000,000 (a collectively, “Company Takeover TransactionAcquiror’s Costs”), and (Y) pay to Acquiror a termination fee equal to $130,000,000 (in the case of termination under Section 6.1(e), less the amounts that Company previously paid to Acquiror pursuant to Section 6.2(b)(ii)). Company shall pay Parent satisfy its obligations under the Company Termination Fee, preceding sentence by the wire transfer (of immediately available funds to an account designated by Parentthat Acquiror designates (I) in immediately available fundsthe case of termination pursuant to subclause (A) or (B) above, upon not later than the earlier date of entering into such termination and (II) in the case of subclause (C), (D) or (E) above, not later than the date on which Company executes and delivers a definitive agreement with respect to any Company (or, if earlier, consummates) a Takeover Transaction or the consummation of any Company Takeover Transaction; provided that for the purposes of clause (iii) only, all references in the definition of Company Takeover Proposal to 25% shall instead be references to “50%Proposal.” (bii) If Parent Acquiror or Company terminates this Agreement pursuant to Section 7.1(h6.1(e), then Company shall reimburse Acquiror and its Subsidiaries for all Acquiror’s Costs. (iii) If (A) Acquiror or Company terminates this Agreement pursuant to Section 6.1(c) without the Company Meeting having occurred and circumstances exist such that the condition set forth in Section 5.2(c) would not have been satisfied at the time of such termination or (B) Acquiror terminates this Agreement pursuant to Section 6.1(d) and, in each of the cases described in subclauses (A) and (B), the provisions of Section 6.2(b)(i) do not apply to any such termination, then Company shall pay Parent reimburse Acquiror and its Subsidiaries for all of Acquiror’s Costs. Company shall satisfy its obligation under the Company Termination Fee, preceding sentence by the wire transfer (of immediately available funds to an account designated by Parent) in that Acquiror designates not later than the date of such termination (or, if later, on the Business Day immediately available funds, within three Business Days after such terminationfollowing the date on which Acquiror provides written notice of the amount of Acquiror’s Costs to Company). (c) If this Agreement is terminated by the Company pursuant to Section 7.1(g), the Company shall cause to be paid to Parent the Company Termination Fee immediately prior to or concurrently with, and as a condition to the effectiveness of, such termination.

Company Termination Fees. (a) If (i) Parent or In the Company terminates event that (A) this Agreement is terminated pursuant to Section 7.1(b) (and at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Company Stockholder Approval have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date) or Section 7.1(d8.1(c), (iiB) a Company Takeover Proposal shall have been publicly announced or publicly disclosed after following the date execution of this Agreement and prior to the End Date time at which a vote is taken on the adoption of this Agreement at the Company Stockholders Meeting (in or an adjournment or postponement thereof) an offer or proposal for a Competing Acquisition Transaction is publicly announced or shall become publicly known and not withdrawn, and (C) within one (1) year following the case termination of a termination this Agreement pursuant to Section 7.1(b8.1(c)) , the foregoing Competing Acquisition Transaction is consummated or the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)), and was not definitively withdrawn at least ten Business Days prior to the End Date (in the case of a termination pursuant to Section 7.1(b)) or at least five Business Days before the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) and (iii) at any time on or prior to the 12-month anniversary of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect toContract to consummate such Competing Acquisition Transaction and such Competing Acquisition Transaction is subsequently consummated, or consummates, a transaction included then within the definition one Business Day after consummation of a Company Takeover Proposal with any Person (a “Company Takeover such Competing Acquisition Transaction”), the Company shall pay Parent to Newco (or its designee) a fee equal to the Company Termination Fee, less the amount of Newco Expenses previously paid to Newco pursuant to Section 8.4(d), by wire transfer (of immediately available funds to an account or accounts designated in writing by ParentNewco. (ii) in In the event that this Agreement is terminated pursuant to Section 8.1(g), then as a condition to such termination of this Agreement, the Company shall tender to Newco (and pay to Newco if Newco agrees to accept such payment) the Company Termination Fee by wire transfer of immediately available funds, upon the earlier of entering into such definitive agreement with respect funds to any Company Takeover Transaction an account or the consummation of any Company Takeover Transaction; provided that for the purposes of clause accounts designated in writing by Newco. (iii) only, all references in In the definition of Company Takeover Proposal to 25% shall instead be references to “50%.” (b) If Parent terminates event that this Agreement is terminated pursuant to Section 7.1(h8.1(i), then within one (1) Business Day after demand by Newco, the Company shall pay Parent the Company Termination Fee, by wire transfer (to an account designated by Parent) in immediately available funds, within three Business Days after such termination. (c) If this Agreement is terminated by the Company pursuant to Section 7.1(g), the Company shall cause to be paid to Parent Newco the Company Termination Fee by wire transfer of immediately prior available funds to an account or concurrently withaccounts designated in writing by Newco. (iv) The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion, whether nor not the Company Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and as a condition to the effectiveness of, such terminationoccurrence of different events.

Company Termination Fees. (a) If (i) Parent or Company agrees to pay Acquiror a termination fee equal to C$20,000,000 (the “Company terminates Termination Fee”) if this Agreement is terminated, or at the time of termination, could have been terminated: (A) by Acquiror pursuant to Section 7.1(b6.1(f)(i); (B) by Acquiror pursuant to Section 6.1(f)(ii), and prior to the date that is 12 months after the effective date of such termination, Company shall have consummated a Company Acquisition Proposal or entered into a definitive agreement with respect to a Company Acquisition Proposal that is later consummated (even if consummated after such 12-month period); provided that, for purposes of this Section 6.2(b)(i)(B), all references to “20% or more” in the definition of “Company Acquisition Proposal” shall be deemed to be references to “50% or more”; (C) by Company pursuant to Section 6.1(g); or (D) by Acquiror or Company pursuant to Section 6.1(e) or by Acquiror pursuant to Section 6.1(d) (as a result of a breach by Company of its covenants contained in this Agreement) and (1) at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Company Stockholder Approval have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date) or Section 7.1(d), (ii) a Company Takeover Proposal shall have been publicly announced or publicly disclosed any time after the date of this Agreement and prior to the End Date (in the case of such termination a termination pursuant Company Acquisition Proposal shall have been announced, disclosed or otherwise communicated to Section 7.1(b)) or the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d))Board, and was not definitively withdrawn at least ten Business Days (2) prior to the End Date (in date that is 12 months after the case of a termination pursuant to Section 7.1(b)) or at least five Business Days before the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)) and (iii) at any time on or prior to the 12-month anniversary effective date of such termination, the Company shall have consummated a Company Acquisition Proposal or any of its Subsidiaries enters entered into a definitive agreement with respect to, or consummates, a transaction included within the definition of to a Company Takeover Acquisition Proposal with any Person that is later consummated (a “Company Takeover Transaction”even if consummated after such 12-month period), the Company shall pay Parent the Company Termination Fee, by wire transfer (to an account designated by Parent) in immediately available funds, upon the earlier of entering into such definitive agreement with respect to any Company Takeover Transaction or the consummation of any Company Takeover Transaction; provided that that, for the purposes of clause (iii) onlythis Section 6.2(b)(i)(D)(2), all references to “20% or more” in the definition of “Company Takeover Proposal Acquisition Proposal” shall be deemed to 25% shall instead be references to “50%% or more.” (b) If Parent terminates this Agreement pursuant to Section 7.1(h), the Company shall pay Parent the Company Termination Fee, by wire transfer (to an account designated by Parent) in immediately available funds, within three Business Days after such termination. (c) If this Agreement is terminated by the Company pursuant to Section 7.1(g), the Company shall cause to be paid to Parent the Company Termination Fee immediately prior to or concurrently with, and as a condition to the effectiveness of, such termination.