Common use of Expenses; Termination Fee Clause in Contracts

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or (iii) (A) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g), (B) any Person shall have publicly disclosed an Acquisition Proposal (or, if this Agreement is terminated pursuant to Section 8.1(g) (or, at the time this Agreement is terminated, there has been a breach or failure to perform that has given rise or could have given rise, with notice or the passage of time, to the right to terminate this Agreement

Expenses; Termination Fee. (a) Except as set forth in this Section 8.38.3 and in the last sentence of Section 6.2(d), all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)8.1(c); or (iii) (A) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e8.1(d) (but, but in the case of a termination by the Company, only if at the such time this Agreement is terminated (1) Parent had the right to terminate would not be prohibited from terminating this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant proviso to Section 8.1(g)8.1(d)) or Section 8.1(g8.1(f), (B) any Person shall have publicly disclosed an a bona fide Acquisition Proposal after the date hereof and shall not have publicly withdrawn such Acquisition Proposal prior to (or, if 1) in the case of this Agreement is being subsequently terminated pursuant to Section 8.1(g8.1(d), the date that is two business days prior to the Expiration Date or (2) (orin the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), at the time this Agreement is terminated, there has been a of the breach or failure to perform giving rise to such termination and (C) within 12 months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (provided, that has given rise or could have given rise, with notice or for purposes of this clause (C) the passage references to “20%” in the definition of time, “Acquisition Proposal” shall be deemed to the right be references to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.37.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are is consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f7.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)7.1(d); or (iii) (A) this Agreement is terminated pursuant to Section 8.1(b7.1(b), Section 8.1(e7.1(e) (but, in before obtaining the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) Company Stockholder Approval or Section 8.1(g7.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or before obtaining the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g)Company Stockholder Approval, (B) any Person shall have publicly disclosed announced an Acquisition Proposal (or, if this Agreement is terminated pursuant or an Acquisition Proposal shall have become publicly known) prior to Section 8.1(gsuch termination (unless publicly withdrawn prior to such termination) (or, at C) within twelve (12) months of such termination the time Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or consummated an Acquisition Proposal (provided that for purposes of this Agreement clause (C) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”) and (D) such termination is terminated, there has been a breach or failure to perform done in circumstances that has given rise or could have given rise, with notice or do not entitle the passage of time, Company to the right to terminate this AgreementReverse Termination Fee;

Expenses; Termination Fee. (a) Except as set forth in this Section 8.38.3 and in the last sentence of Section 6.2(d), all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)8.1(c); or (iii) (A) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e8.1(d) (but, but in the case of a termination by the Company, only if at the such time this Agreement is terminated (1) Parent had the right to terminate would not be prohibited from terminating this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant proviso to Section 8.1(g)8.1(d)) or Section 8.1(g8.1(f), (B) any Person shall have publicly disclosed an a bona fide Acquisition Proposal after the date hereof and shall not have publicly withdrawn such Acquisition Proposal prior to (or, if 1) in the case of this Agreement is being subsequently terminated pursuant to Section 8.1(g8.1(d), the date that is two business days prior to the Expiration Date or (2) (orin the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), at the time this Agreement is terminated, there has been a of the breach or failure to perform giving rise to such termination and (C) within 12 months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (provided, that has given rise or could have given rise, with notice or for purposes of this clause (C) the passage references to “20%” in the definition of time, “Acquisition Proposal” shall be deemed to the right be references to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g8.1(e), (By) any Person shall have publicly disclosed a bona fide Acquisition Proposal or otherwise communicated an Acquisition Proposal (or, if this Agreement is terminated pursuant to Section 8.1(g) (or, at the time this Agreement is terminated, there has been a breach or failure to perform that has given rise or could have given rise, with notice or the passage of time, to the right Company Board after the date hereof and prior to terminate such termination (unless publicly withdrawn prior to such termination) and (z) within 12 months of such termination the Company shall have entered into a definitive agreement with respect to any such Acquisition Proposal, recommended any Acquisition Proposal to its stockholders, or consummated any Acquisition Proposal (provided that for purposes of this Agreementclause (z) the references to “15%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.39.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to in accordance with Section 8.1(f9.1(d)(i); (ii) this Agreement is terminated by Parent pursuant to in accordance with Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)9.1(c)(i); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e9.1(b)(i) (but, but in the case of a termination by the Company, only if at the such time Parent has complied with its obligations under this Agreement is terminated (1) in all material respects such that Parent had the right to terminate would not be prohibited from terminating this Agreement pursuant to the second proviso of Section 8.1(e9.1(b)(i)) or Section 8.1(g) or (2) there has been as a breach or result of the failure to perform that could have given rise, with notice or satisfy the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g)Minimum Condition, (By) after the Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement and (z) within twelve (12) months of such termination, the Company shall have consummated an Acquisition Proposal (orprovided, if that for purposes of this Agreement is terminated pursuant clause (z) the references to Section 8.1(g) (or, at “a material portion” and “10% or more” in the time this Agreement is terminated, there has been a breach definition of “Acquisition Proposal” shall be deemed to be references to “51% or failure to perform that has given rise or could have given rise, with notice or the passage of time, to the right to terminate this Agreementmore”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there 8.1(e), at a time when the condition set forth in Section 7.1 has been a breach or satisfied, where the failure of the Offer Acceptance Time to perform that could have given rise, with notice or the passage of time, occur prior to the right End Date is attributable to terminate this Agreement pursuant the failure of the Minimum Condition to Section 8.1(g))) or Section 8.1(g)have been satisfied, (By) any Person a Third Party shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination (unless publicly withdrawn or otherwise abandoned prior to such termination) and (z) within twelve (12) months of such termination the Company shall have (A) entered into a definitive agreement with respect to an Acquisition Proposal and the transaction contemplated by such Acquisition Proposal is subsequently consummated, or (B) consummated an Acquisition Proposal (or, if provided that for purposes of this Agreement is terminated pursuant clause (z) the references to Section 8.1(g) (or, at “15%” in the time this Agreement is terminated, there has been a breach or failure definition of “Acquisition Proposal” shall be deemed to perform that has given rise or could have given rise, with notice or the passage of time, be references to the right to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions Transaction Expenses shall be paid by the Party party incurring such expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing, printing and mailing of the Offer Documents and Merger are consummatedany amendments or supplements thereto. (b) In the event thatIf this Agreement is terminated: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or (iii) (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b), Section 8.1(e8.1(c) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to or Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement by Parent pursuant to Section 8.1(g))) or Section 8.1(g), and: (BA) any Person shall have publicly disclosed an Acquisition Proposal (or, if after the date of this Agreement and prior to such termination (unless withdrawn prior to such termination); and (B) within 12 months of such termination the Company shall have consummated an Acquisition Proposal or shall have entered into a definitive agreement with respect to any Acquisition Proposal that is terminated pursuant thereafter consummated (provided that for purposes of this clause (B) the references to Section 8.1(g) (or, at “15%” in the time this Agreement is terminated, there has been a breach or failure definition of “Acquisition Transaction” shall be deemed to perform that has given rise or could have given rise, with notice or the passage of time, be references to the right to terminate this Agreement“50%”),

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate but only if at such time Parent would not be prohibited from terminating this Agreement pursuant to Section 8.1(g))) or Section 8.1(g), (By) any Person shall have publicly disclosed an a bona fide Acquisition Proposal (or, if this Agreement is terminated pursuant to in the case of Section 8.1(g) (or), at the time this Agreement is terminated, there has any Acquisition Proposal shall been a breach or failure to perform that has given rise or could have given rise, with notice or the passage of time, communicated to the right Company Board) after the date hereof and prior to terminate such termination and (z) within twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to any Acquisition Proposal that is subsequently consummated (provided that for purposes of this Agreementclause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)8.1(c); or (iii) (A) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e8.1(d) (but, but in the case of a termination by the Company, only if at the such time this Agreement is terminated (1) Parent had the right to terminate would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(e8.1(d) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g8.1(f))) or Section 8.1(g), (B) any Person shall have publicly disclosed an a bona fide Acquisition Proposal after the date hereof and shall not have publicly withdrawn such Acquisition Proposal prior to (or, if 1) in the case of this Agreement is being subsequently terminated pursuant to Section 8.1(g8.1(d), the date that is four business days prior to the Expiration Date or (2) (orin the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), at the time this Agreement is terminated, there has been a of the breach or failure to perform giving rise to such termination such breach and (C) within nine months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (provided that has given rise or could have given rise, with notice or for purposes of this clause (C) the passage references to “20%” in the definition of time, “Acquisition Proposal” shall be deemed to the right be references to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or or (iii) (Ax) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b), Section 8.1(e) (but, but in the case of a termination by the Company, only if at the such time this Agreement is terminated (1) Parent had the right to terminate would not be prohibited from terminating this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g8.1(b))) or Section 8.1(g), (By) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination (unless publicly withdrawn prior to such termination) and (z) within nine (9) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or consummated an Acquisition Proposal (or, if provided that for purposes of this Agreement is terminated pursuant clause (z) the references to Section 8.1(g) (or, at “20%” in the time this Agreement is terminated, there has been a breach or failure definition of “Acquisition Proposal” shall be deemed to perform that has given rise or could have given rise, with notice or the passage of time, be references to the right to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), ) Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g), (By) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination (unless such Acquisition Proposal is irrevocably, in good faith and publicly withdrawn prior to such termination) and (z) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (or, if this Agreement is terminated pursuant to Section 8.1(g) (or, at the time this Agreement is terminated, there has been a breach or failure to perform that has given rise or could have given riseconsummated an Acquisition Proposal in each case, with notice such Person or another Person (provided that for purposes of this clause (z) the passage references to “20%” in the definition of time, “Acquisition Proposal” shall be deemed to the right be references to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)8.1(c); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g), (By) any Person shall have publicly disclosed an Acquisition Proposal or otherwise communicated an Acquisition Proposal to the Company Board after the Agreement Date and prior to such termination (orunless withdrawn prior to such termination and, if this Agreement is terminated pursuant in the case of a publicly disclosed Acquisition Proposal, publicly withdrawn at least five (5) business days prior to (1) the latest Expiration Date (in the case of Section 8.1(b)), (2) the End Date (in the case of Section 8.1(e)) or (3) such termination (in the case of Section 8.1(g))) and (orz) within twelve (12) months of such termination (A) the Company shall have entered into a definitive agreement with respect to any Acquisition Proposal, at recommended any Acquisition Proposal to its stockholders, or consummated any Acquisition Proposal (provided that for purposes of this clause (z) the time this Agreement is terminated, there has been a breach or failure references to perform that has given rise or could have given rise, with notice or “15%” in the passage definition of time, “Acquisition Transaction” shall be deemed to the right be references to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g), (By) any Person shall have publicly disclosed an Acquisition Proposal (or, if this Agreement is terminated pursuant to Section 8.1(g) (or, at the time this Agreement is terminated, there has been a breach or failure to perform that has given rise or could have given rise, with notice or the passage of time, otherwise communicated an Acquisition Proposal to the right Company’s Board of Directors after the date hereof and prior to terminate such termination (unless withdrawn prior to such termination and, in the case of a publicly disclosed Acquisition Proposal, publicly withdrawn prior to such termination) and (z) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to any Acquisition Proposal, recommended any Acquisition Proposal to its stockholders, or consummated any Acquisition Proposal (provided that for purposes of this Agreementclause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)8.1(c); or (iii) (A) this Agreement is terminated pursuant to (1) Section 8.1(b), Section 8.1(e8.1(d) (but, but in the case of a termination by the Company, only if at the such time this Agreement is terminated (1) Parent had the right to terminate would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(e8.1(d)), (2) or Section 8.1(g8.1(f) or (3) Section 8.1(i), and, in each of clauses (1), (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(gand (3), at such time all of the Offer Conditions (other than the Minimum Condition and the other Offer Conditions that by their nature are to be satisfied at the Offer Acceptance Time, but subject to such conditions being capable of being satisfied) are satisfied or have been waived (B) any Person shall have publicly disclosed an a bona fide Company Acquisition Proposal after the date of this Agreement and shall not have publicly withdrawn such Company Acquisition Proposal prior to such termination (or, in the case of Section 8.1(f), any Company Acquisition Proposal shall been communicated to the Company Board after the date of this Agreement) and (C) within twelve (12) months of such termination the Company shall have consummated a Company Acquisition Proposal (orwhether or not involving the same Person referred to in clause (B)) or entered into a definitive agreement with respect to a Company Acquisition Proposal (provided, if that for purposes of this Agreement is terminated pursuant clause (C) the references to Section 8.1(g) (or, at “20%” in the time this Agreement is terminated, there has been a breach or failure definition of “Company Acquisition Proposal” shall be deemed to perform that has given rise or could have given rise, with notice or the passage of time, be references to the right to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions Transaction Expenses shall be paid by the Party party incurring such expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing, printing and mailing of the Offer Documents and Merger are consummatedany amendments or supplements thereto. (b) In the event that: If this Agreement is terminated: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d); or (iii) (or, at by Parent or the time this Agreement is terminated, Parent had the right to terminate this Agreement Company pursuant to Section 8.1(d)); or (iii8.1(c) (A) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to or Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement by Parent pursuant to Section 8.1(g))) or Section 8.1(g), and: (BA) any Person shall have publicly disclosed an Acquisition Proposal (or, if after the date of this Agreement and prior to such termination (unless withdrawn prior to such termination); and (B) within 12 months of such termination the Company shall have consummated an Acquisition Proposal or shall have entered into a definitive agreement with respect to any Acquisition Proposal that is terminated pursuant thereafter consummated (provided that for purposes of this clause (B) the references to Section 8.1(g) (or, at the time this Agreement is terminated, there has been a breach or failure to perform that has given rise or could have given rise, with notice or the passage of time, to the right to terminate this Agreement66

Expenses; Termination Fee. (a) Except as set forth in this Section 8.38.3 and the expense reimbursement and indemnification provisions of Section 6.11(b), all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are is consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)8.1(d)(i); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been as a breach or failure to perform that could have given rise, with notice or the passage result of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(gany willful breach), (By) any Person shall have publicly disclosed or shall have made known to the Company’s Board of Directors a bona fide Acquisition Proposal after the date hereof and prior to such termination (unless irrevocably, in good faith and, if such Acquisition Proposal is public, publicly withdrawn prior to such termination), and (z) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or consummated an Acquisition Proposal (or, if provided that for purposes of this Agreement is terminated pursuant clause (z) the references to Section 8.1(g) (or, at “20%” in the time this Agreement is terminated, there has been a breach or failure definition of “Acquisition Proposal” shall be deemed to perform that has given rise or could have given rise, with notice or the passage of time, be references to the right to terminate this Agreement“80%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or (iii) (A) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g8.1(e), (B) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date of this Agreement and prior to such termination (unless irrevocably, in good faith and publicly withdrawn prior to such termination) and (C) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or consummated an Acquisition Proposal (or, if provided that for purposes of this Agreement is terminated pursuant clause (C) the references to Section 8.1(g) (or, at “20%” in the time this Agreement is terminated, there has been a breach or failure definition of “Acquisition Proposal” shall be deemed to perform that has given rise or could have given rise, with notice or the passage of time, be references to the right to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)8.1(c); or (iii) (A) (x) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e8.1(d) (but, but in the case of a termination by the Company, only if at the such time this Agreement is terminated (1) Parent had the right to terminate would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(e8.1(d)), or (y) Section 8.1(f) as a result of a breach by the Company of any of its covenants or obligations under this Agreement,(B) an Acquisition Proposal shall have been made to the Company, an Acquisition Proposal shall have been made directly to the Company’s stockholders, or an Acquisition Proposal shall have otherwise become publicly known, and, in each case, such Acquisition Proposal shall have not been withdrawn prior to such termination and (C) within nine (9) months of such termination, the Company enters into a definitive agreement with respect to an Acquisition Proposal that is subsequently consummated (whether before or after the expiration of such nine (9)-month period) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g), (B) any Person shall have publicly disclosed consummates an Acquisition Proposal (or, if provided that for purposes of this Agreement is terminated pursuant clause (C) the references to Section 8.1(g) (or, at “20%” and “80%” in the time this Agreement is terminated, there has been a breach or failure definition of “Acquisition Proposal” shall be deemed to perform that has given rise or could have given rise, with notice or the passage of time, be references to the right to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are is consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)8.1(d)(i); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been as a breach or failure to perform that could have given rise, with notice or the passage result of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(gany willful breach), (By) any Person shall have publicly disclosed or shall have made known to the Company’s Board of Directors a bona fide Acquisition Proposal after the date hereof and prior to such termination (unless irrevocably, in good faith and, if such Acquisition Proposal is public, publicly withdrawn prior to such termination), and (z) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or consummated an Acquisition Proposal (or, if provided that for purposes of this Agreement is terminated pursuant clause (z) the references to Section 8.1(g) (or, at “20%” in the time this Agreement is terminated, there has been a breach or failure definition of “Acquisition Proposal” shall be deemed to perform that has given rise or could have given rise, with notice or the passage of time, be references to the right to terminate this Agreement“80%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g), (By) if terminated pursuant to Section 8.1(e), any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination (unless publicly withdrawn prior to such termination) and (z) within twelve (12) months of such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (or, if this Agreement which is terminated pursuant to Section 8.1(gsubsequently consummated regardless of whether such consummation occurs within such twelve (12) month period) (or, at provided that for purposes of this clause (z) the time this Agreement is terminated, there has been a breach or failure references to perform that has given rise or could have given rise, with notice or “15%” in the passage definition of time, “Acquisition Proposal” shall be deemed to the right be references to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or (iii) (Ax) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) (but, in the case of a termination by the Company, only if at the time this Agreement is terminated (1) Parent had the right to terminate this Agreement pursuant to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g), (By) any Person shall have publicly disclosed an Acquisition Proposal or otherwise communicated an Acquisition Proposal to the Company Board after the Agreement Date and prior to such termination (orunless withdrawn prior to such termination and, if this Agreement is terminated pursuant in the case of a publicly disclosed Acquisition Proposal, publicly withdrawn at least five (5) business days prior to (1) the latest Expiration Date (in the case of Section 8.1(b)), (2) the End Date (in the case of Section 8.1(e)) or (3) such termination (in the case of Section 8.1(g))) and (orz) within twelve (12) months of such termination (A) the Company shall have entered into a definitive agreement with respect to any Acquisition Proposal, at recommended any Acquisition Proposal to its stockholders, or consummated any Acquisition Proposal (provided that for purposes of this clause (z) the time this Agreement is terminated, there has been a breach or failure references to perform that has given rise or could have given rise, with notice or “15%” in the passage definition of time, “Acquisition Transaction” shall be deemed to the right be references to terminate this Agreement“50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event thatIf: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)); or or (iii) (A1) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b), Section 8.1(e) (but, but in the case of a termination by the Company, only if at the such time this Agreement is terminated (1) Parent had the right to terminate would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(e) or Section 8.1(g) or (2) there has been a breach or failure to perform that could have given rise8.1(b)), with notice or the passage of time, to the right to terminate this Agreement by Parent pursuant to Section 8.1(g))8.1(f) or by Parent pursuant to Section 8.1(g8.1(i), (B2) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination and such Acquisition Proposal has not been publicly withdrawn prior to such termination and (3) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to or consummated an Acquisition Proposal Proposal; provided that for purposes of this clause (or3) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”; then, if in any such event under clause (i), (ii), or (iii) of this Agreement is terminated pursuant Section 8.3(b), the Company shall pay to Parent or its designee the Termination Fee by wire transfer of same day funds (x) in the case of Section 8.1(g) 8.3(b)(i), prior to or simultaneously with (or, at the time this Agreement is terminated, there has been and as a breach or failure to perform that has given rise or could have given rise, with notice or the passage of time, condition to the right to terminate this Agreementeffectiveness of)

Expenses; Termination Fee. (a) Except as set forth in this Section 8.38.3 and in the last sentence of Section 6.2(d), all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated. (b) In the event that: (i) this Agreement is terminated by the Company pursuant to Section 8.1(f8.1(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d) (or, at the time this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 8.1(d)8.1(c); or (iii) (A) this Agreement is terminated pursuant to (1) Section 8.1(b), Section 8.1(e8.1(d) (but, but in the case of a termination by the Company, only if at the such time this Agreement is terminated (1) Parent had the right to terminate would not have been prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(e) or Section 8.1(g8.1(d)) or (2) there has been a breach or failure to perform that could have given rise, with notice or the passage of time, to the right to terminate this Agreement pursuant to Section 8.1(g))) or Section 8.1(g8.1(f), (B) any Person shall have publicly disclosed an a bona fide Acquisition Proposal (or, if after the date of this Agreement is and shall not have publicly withdrawn such Acquisition Proposal prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(g8.1(d), the date that is two business days prior to the Expiration Date or (2) (orin the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), at the time this Agreement is terminated, there has been a of the breach or failure to perform giving rise to such termination and (C) within 12 months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to, and later consummated, an Acquisition Proposal (provided, that has given rise or could have given rise, with notice or for purposes of this clause (C) the passage references to “20%” in the definition of time, “Acquisition Proposal” shall be deemed to the right be references to terminate this Agreement“50%”);