Common use of Expenses; Termination Fee Clause in Contracts

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 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 Merger 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)(i); or (iii) (x) this Agreement is terminated pursuant to Section 8.1(b) or Section 8.1(g) (as a result of any willful breach), (y) 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and prior to such termination (unless irrevocably, in good faith and, if such Acquisition Proposal is public, publicly withdrawn prior to such termination), and (z) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to an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 (provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “80%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and the expense reimbursement and indemnification provisions of Section 6.11(b)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 Merger 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)(i); or (iii) (x) this Agreement is terminated pursuant to Section 8.1(b) or Section 8.1(g) (as a result of any willful breach), (y) 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and prior to such termination (unless irrevocably, in good faith and, if such Acquisition Proposal is public, publicly withdrawn prior to such termination), and (z) within twelve (12) months of such termination the Company shall have entered into a definitive agreement with respect to an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 (provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “80%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and the expense reimbursement and indemnification provisions of Section 6.11(b)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 is 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)(i8.1(d); or (iii) (xA) this Agreement is terminated pursuant to Section 8.1(b) or Section 8.1(g) (as a result of any willful breach8.1(e), (yB) 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 of this Agreement and prior to such termination (unless irrevocably, in good faith and, if such Acquisition Proposal is public, and publicly withdrawn prior to such termination), ) and (zC) 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 (provided that for purposes of this clause (zC) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “8050%”);

Expenses; Termination Fee. (a) Except as set forth in this Section 8.3 and the expense reimbursement and indemnification provisions of Section 6.11(b)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 is 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)(i8.1(d); or (iii) (x) this Agreement is terminated pursuant to Section 8.1(b) Section 8.1(e) or Section 8.1(g) (as a result of any willful breach), (y) 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 such Acquisition Proposal is irrevocably, in good faith and, if such Acquisition Proposal is public, 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 consummated an Acquisition Proposal in each case, with such Person or another Person (provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “8050%”);