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or the Company Stockholder Meeting (in the case of a termination pursuant to Section 7.1(d)), and was not definitively withdrawn at least ten Business Days prior to the End Date (in the case of a termination pursuant to Section 7.1(b)) or at least five Business Days before the Company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%.”

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.”

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.”