Common use of Expenses; Termination Fee Clause in Contracts

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 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(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c); or (A) this Agreement is terminated pursuant to Section 8.1(d) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)) or Section 8.1(f), (B) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and shall not have publicly withdrawn such Acquisition Proposal prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time 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 for purposes of this clause (C) 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 and in the last sentence of Section 6.2(d)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(e8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c8.1(d); or (Aiii) (x) this Agreement is terminated pursuant to Section 8.1(d) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)8.1(b) or Section 8.1(f8.1(e), (By) any Person shall have publicly disclosed a bona fide Acquisition Proposal or otherwise communicated an Acquisition Proposal to the Company Board after the date hereof 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(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination (unless publicly withdrawn prior to such termination) and (Cz) within 12 months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an any such Acquisition Proposal, recommended any Acquisition Proposal to its stockholders, or consummated any Acquisition Proposal (provided, provided that for purposes of this clause (Cz) the references to “2015%” 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 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(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c); or (iii) (A) this Agreement is terminated pursuant to Section 8.1(d) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)) or Section 8.1(f), (B) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof 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(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time 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 for purposes of this clause (C) 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 and in the last sentence of Section 6.2(d)7.3, 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(e7.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c7.1(d); or (iii) (A) this Agreement is terminated pursuant to Section 8.1(d7.1(b), Section 7.1(e) (but in before obtaining the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)) Company Stockholder Approval or Section 8.1(f)7.1(g) before obtaining the Company Stockholder Approval, (B) any Person shall have publicly disclosed a bona fide announced an Acquisition Proposal after the date hereof and shall not have publicly withdrawn such (or an Acquisition Proposal shall have become publicly known) prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination and (unless publicly withdrawn prior to such termination) (C) within 12 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 consummated an Acquisition Proposal (provided, provided that for purposes of this 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 done in circumstances that do not entitle the Company to the Reverse Termination Fee;

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and in the last sentence of Section 6.2(d)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(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c); or (iii) (A) this Agreement is terminated pursuant to Section 8.1(d) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)) or Section 8.1(f)), (B) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof 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(d), the date that is two four business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination such breach and (C) within 12 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, provided that for purposes of this clause (C) 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 and in the last sentence of Section 6.2(d)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(e8.1(f); ; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c8.1(d); or or (Aiii) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)8.1(c) or Section 8.1(f8.1(e) or by Parent pursuant to Section 8.1(g), and: (BA) any Person shall have publicly disclosed a bona fide an Acquisition Proposal after the date hereof 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(d), the date that is two business days and prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination (unless withdrawn prior to such termination); and (CB) 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 an any Acquisition Proposal that is thereafter consummated (provided, provided that for purposes of this clause (CB) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”);66

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and in the last sentence of Section 6.2(d)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(e8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c8.1(d); or (Aiii) (x) this Agreement is terminated pursuant to Section 8.1(d) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)8.1(e) or Section 8.1(f8.1(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 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(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination (unless publicly withdrawn prior to such termination) and (Cz) within 12 twelve (12) months of such termination termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (provided, which is subsequently consummated regardless of whether such consummation occurs within such twelve (12) month period) (provided that for purposes of this clause (Cz) the references to “2015%” 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 and in the last sentence of Section 6.2(d)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(e8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c8.1(d); or (Aiii) (x) this Agreement is terminated pursuant to Section 8.1(d) (but in the case of a termination by the Company8.1(b), only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)8.1(e) or Section 8.1(f8.1(g), (By) any Person shall have publicly disclosed a bona fide an Acquisition Proposal or otherwise communicated an Acquisition Proposal to the Company’s Board of Directors after the date hereof and shall not have publicly withdrawn such Acquisition Proposal prior to such termination (1) unless withdrawn prior to such termination and, in the case of this Agreement being subsequently terminated pursuant to Section 8.1(d)a publicly disclosed Acquisition Proposal, the date that is two business days publicly withdrawn prior to the Expiration Date or (2such termination) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination and (Cz) within 12 twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an any Acquisition Proposal, recommended any Acquisition Proposal to its stockholders, or consummated any Acquisition Proposal (provided, provided that for purposes of this clause (Cz) 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 and in the last sentence of Section 6.2(d)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(e8.1(f); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c8.1(d); or (Aiii) (x) this Agreement is terminated pursuant to Section 8.1(d) (but in the case of a termination by the Company8.1(b), only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)8.1(e) or Section 8.1(f8.1(g), (By) any Person shall have publicly disclosed a bona fide an Acquisition Proposal or otherwise communicated an Acquisition Proposal to the Company Board after the date hereof Agreement Date and shall not have prior to such termination (unless withdrawn prior to such termination and, in the case of a publicly disclosed Acquisition Proposal, publicly withdrawn such Acquisition Proposal at least five (5) business days prior to (1) the latest Expiration Date (in the case of this Agreement being subsequently terminated pursuant to Section 8.1(d8.1(b)), the date that is two business days prior to the Expiration Date or (2) the End Date (in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f8.1(e), the time of the breach ) or failure to perform giving rise to (3) such termination (in the case of Section 8.1(g))) and (Cz) within 12 twelve (12) months of such termination (A) the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an any Acquisition Proposal, recommended any Acquisition Proposal to its stockholders, or consummated any Acquisition Proposal (provided, provided that for purposes of this clause (Cz) the references to “2015%” in the definition of “Acquisition ProposalTransaction” shall be deemed to be references to “50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and in the last sentence of Section 6.2(d)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(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c); or (Aiii) (x) this Agreement is terminated pursuant to Section 8.1(d) (but in the case of a termination by the Company8.1(b), only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)8.1(e) or Section 8.1(f8.1(g), (By) any Person shall have publicly disclosed a bona fide an Acquisition Proposal or otherwise communicated an Acquisition Proposal to the Company Board after the date hereof Agreement Date and shall not have prior to such termination (unless withdrawn prior to such termination and, in the case of a publicly disclosed Acquisition Proposal, publicly withdrawn such Acquisition Proposal at least five (5) business days prior to (1) the latest Expiration Date (in the case of this Agreement being subsequently terminated pursuant to Section 8.1(d8.1(b)), the date that is two business days prior to the Expiration Date or (2) the End Date (in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f8.1(e), the time of the breach ) or failure to perform giving rise to (3) such termination (in the case of Section 8.1(g))) and (Cz) within 12 twelve (12) months of such termination (A) the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an any Acquisition Proposal, recommended any Acquisition Proposal to its stockholders, or consummated any Acquisition Proposal (provided, provided that for purposes of this clause (Cz) the references to “2015%” in the definition of “Acquisition ProposalTransaction” shall be deemed to be references to “50%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 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(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c); or (iii) (A) this Agreement is terminated pursuant to (1) Section 8.1(d) (but in the case of a termination by the Company, only if at such time Parent would not be have been prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)) or (2) Section 8.1(f), (B) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof of this Agreement 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(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time 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 to, and later consummated, an Acquisition Proposal (provided, that for purposes of this clause (C) 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 and in the last sentence of Section 6.2(d)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(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c8.1(d); or or (Aiii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d8.1(b) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d8.1(b)) or Section 8.1(f), (By) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof 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(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination (unless publicly withdrawn prior to such termination) and (Cz) within 12 nine (9) 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 consummated an Acquisition Proposal (provided, provided that for purposes of this clause (Cz) 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 and in the last sentence of Section 6.2(d)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(e); (ii) this Agreement is terminated by Parent pursuant to Section 8.1(c); or (iii) (A) (x) this Agreement is terminated pursuant to Section 8.1(d) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(d)), or (y) or Section 8.1(f), (B) as a result of a breach by the Company of any Person of its covenants or obligations under this Agreement,(B) an Acquisition Proposal shall have publicly disclosed a bona fide been made to the Company, an Acquisition Proposal after shall have been made directly to the date hereof and Company’s stockholders, or an Acquisition Proposal shall not have otherwise become publicly withdrawn known, and, in each case, such Acquisition Proposal shall have not been withdrawn prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination and (C) within 12 nine (9) months of such termination termination, the Company shall have consummated an Acquisition Proposal or entered enters into a definitive agreement with respect to an Acquisition Proposal that is subsequently consummated (provided, whether before or after the expiration of such nine (9)-month period) or consummates an Acquisition Proposal (provided that for purposes of this clause (C) the references to “20%” and “80%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”);